8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 26, 2014

Forward Industries, Inc.
(Exact name of registrant as specified in its charter)
New York	000-6669	13-1950672
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
477 Rosemary Ave.  Ste. 219 West Palm Beach, FL		33401
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (561) 465-0030

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On November 26, 2014, Forward Industries, Inc. (“Forward” or the “Company”) issued a press release with an open letter to shareholders reviewing the strategic direction for Forward pursued over the past year, including organic growth, a potential acquisition, and other strategic alternatives for the Company’s existing business.  Concurrently with the issuance of the press release, Forward issued a related communication to its employees.

The foregoing description is qualified in its entirety by reference to the above-referenced press release and communication to employees, which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No. Description

99.1 Press Release dated November 26, 2014 (filed herewith).

99.2 Communication to employees dated November 26, 2014 (filed herewith).

Forward Looking Statements

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that reflect the Company’s current expectations and projections about its future results, performance, prospects and opportunities.  The Company has tried to identify these forward-looking statements by using words such as “may,” “should,” “expect,” “hope,” “anticipate,” “believe,” “intend,” “plan,” “estimate” and similar expressions.  These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties and other factors that could cause its actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.  No assurance can be given that the actual results will be consistent with the forward-looking statements.  Investors should read carefully the factors described in the “Risk Factors” section of the Company’s filings with the SEC, including the Company’s Form 10-K for the year ended September 30, 2013 for information regarding risk factors that could affect the Company’s results.  Except as otherwise required by Federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FORWARD INDUSTRIES, INC.
Dated:  November 26, 2014	By:	/s/ Frank LaGrange Johnson
		Name:	Frank LaGrange Johnson
		Title:	Chairman of the Board

EX-99.2

Exhibit 99.2

Dear All,

Over the past few years, your hard work and dedication have been vital to transforming our company. Since 2012, we have brought our operations back to profitability after six straight years of losses. Not only did we generate an operating profit in FY2013, but we continued to carry this momentum through the first three quarters of FY2014. Thank you for working together to make this success possible.

While this return to operational profitability is very important, the next challenge we face as a company is our size. Currently, we are sub-scale to remain public.

As a part of our fiduciary responsibility to shareholders, the Board and management constantly explore all prospective options, including reinvesting in our core business, making an acquisition, selling the legacy case business and/or finding other ways to monetize our assets.

This morning, we announced that we hired a team of financial advisers as a next step to help us evaluate the best way to improve our scale and build additional shareholder value [http://www.marketwired.com/press-release/forward-industries-issues-open-letter-shareholders-reviewing-plans-build-shareholder-nasdaq-ford-1971974.htm]. As we review the available options, the Board and management will be balancing the needs of all stakeholders and keeping in mind what will best help the business thrive. 

I understand that this sort of announcement can generate a lot of questions, but I want to stress that no decisions are made yet. This is a process that we’ve discussed for a long time, and we’re still very much still in the beginning stages. I will continue to keep you informed as things become more concrete.

As we break to spend time with our families and friends at Thanksgiving, please know that the great work that you do is greatly appreciated. Thank you again.

Have a wonderful and safe holiday!

Rob

Additional Information and Where to Find It

Terence Bernard Wise, a current director of the Company, together with other participants (collectively, the “Wise Group”), has filed preliminary proxy materials with the SEC indicating an intent to solicit proxies for the election of individuals as directors in opposition to the Company’s slate of director nominees at the 2014 Annual Meeting of Shareholders. The Wise Group failed to properly nominate its alternative slate of director candidates in compliance with the nomination procedures established in the Company’s Amended and Restated By-Laws. As a result, any purported nomination by the Wise Group at the 2014 Annual Meeting of Shareholders is invalid. The Company is currently seeking declaratory and injunctive relief from a New York State court to prevent the Wise Group’s invalid and improper solicitation.

In the event the court determines that the Wise Group’s nomination is valid, shareholders may receive materials from the Wise Group, including a proxy statement and proxy card, soliciting proxies for the election of its slate of alternative director candidates. The Company has made a preliminary filing with the SEC of a proxy statement and accompanying proxy card in connection with the 2014 Annual Meeting of Shareholders. Shareholders are urged to read the proxy statement for the 2014 Annual Meeting of Shareholders, as well as other documents filed with the SEC, as they become available because they will contain important information. The final proxy statement will be mailed to shareholders of the Company. Shareholders may obtain free copies of these documents (as they are available) and other documents filed with the SEC at (www.sec.gov) or by contacting the Company at (561) 465-0030.

Participants in the Solicitation of Proxies

The following directors and executive officers of the Company may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Company’s 2014 Annual Meeting of Shareholders (each individual’s beneficial ownership of shares of Common Stock of the Company is set forth in the parenthetical opposite his name): Robert Garrett, Jr. (249,491 shares), Frank LaGrange Johnson (202,855 shares), Owen P.J. King (45,000 shares), John F. Chiste (45,000 shares) and Joseph E. Mullin (0 shares). Shareholders are advised to read the Company’s proxy statement for the 2014 Annual Meeting of Shareholders and other relevant documents as they become available, because they will contain important information. You can obtain free copies of these documents from the Company as described above.