8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 10, 2010

EMTEC, INC.

(Exact name of Registrant as specified in its charter)

Delaware	0-32789	87-0273300
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

525 Lincoln Drive 5 Greentree Center, Suite 117

Marlton, New Jersey 08054

(Address of principal executive offices)

(856) 552-4204

(Registrant’s telephone number, including area code)

N/A

(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:

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

¨ 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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 10, 2010, the Board of Directors (the “Board”) of Emtec, Inc. (the “Company”) approved, effective as of such date, Amendment No. 1 (“Amendment No. 1”) to the Company’s Amended and Restated Bylaws to (i) reflect the current name of the Company as “Emtec, Inc.” and (ii) reduce the minimum number of directors that the Board may designate to serve on any committee of the Board from three to two.

The foregoing summary of Amendment No. 1 is qualified in its entirety by reference to the text of the Amendment No.1, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1  Amendment No. 1 to the Amended and Restated Bylaws of Emtec, Inc.

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.

Dated: May 12, 2010

Emtec, Inc.
(Registrant)
By:	/s/ Gregory P. Chandler
	Name: Gregory P. Chandler
	Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Amendment No. 1 to the Amended and Restated Bylaws of Emtec, Inc.

EX-3.1

Exhibit 3.1

AMENDMENT No. 1 TO THE

AMENDED AND RESTATED BYLAWS OF

EMTEC, INC.

This is an Amendment dated May 10, 2010 (the “Amendment”) to the Amended and Restated Bylaws (the “Bylaws”) of Emtec, Inc., a Delaware corporation (the “Company”).

Background

The Board of Directors (the “Board”) of the Company wishes to amend the Bylaws to (i) reflect the change of the Company’s name to “Emtec, Inc.” and (ii) reduce the minimum number of directors that the Board may designate to serve on an Executive Committee or other committee from three to two.

Amendment

1. The heading of the Bylaws is hereby amended and restated in its entirety as follows:

“AMENDED AND RESTATED BY-LAWS

OF

EMTEC, INC.”

2. Section 8 of the Bylaws is hereby amended and restated in its entirety as follows:

“Section 8.  Committees.  The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate from among its members an Executive Committee and other committees, each consisting of two or more directors.  Each such committee, to the extent provided in such resolution, shall have all the authority of the Board of Directors, except that no such committee shall have authority as to the following matters: (a) the submission to stockholders of any action that needs stockholders’ approval pursuant to law, (b) the filling of vacancies in the Board of Directors or in any committee, (c) the fixing of the compensation of the directors for serving on the Board of Directors or on any committee, (d) the amendment or repeal of these By-Laws, or the adoption of new By-Laws, or (e) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable.  The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.  Each such committee shall serve at the pleasure of the Board of Directors.”

3. Except as amended hereby, the Bylaws shall continue in effect in accordance with their terms.