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): September 12, 2016

Katy Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-05558	75-1277589
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11840 Westline Industrial Drive, Suite 200

St Louis, Missouri 63146

(Address of principal executive offices)

(314) 656-4321

(Registrant’s Telephone Number, Including Area Code)

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):

☐ 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. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective as of September 12, 2016, the board of directors of Katy Industries, Inc. (the “Company”) and the holder of all of the outstanding preferred stock of the Company adopted and approved Second Amended and Restated By-Laws of the Company (the “Amended and Restated By-Laws”).  The Amended and Restated Bylaws amended the Company’s former bylaws to provide that the board of directors will consist of such number of directors, not less than three and not more than seven, as shall be fixed from time to time by the board of directors or the stockholders (and to correct certain typographical errors).  The Company’s bylaws previously provided for a seven member board of directors.

The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
3.1	Second Amended and Restated By-Laws of Katy Industries, 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.

	KATY INDUSTRIES, INC.
Dated: September 16, 2016	/s/ Curt Kroll
	By:	Curt Kroll
	Its:	Treasurer and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number	Description
3.1	Second Amended and Restated By-Laws of Katy Industries, Inc.