8-K 1 a5561673.txt NAPCO SECURITY SYSTEMS, INC. 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) December 4, 2007 NAPCO SECURITY SYSTEMS, INC. (Exact name of registrant as specified in charter) Delaware 0-10004 11-2277818 -------- --------------------- ------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 333 Bayview Avenue, Amityville, New York 11701 (Address of principal executive offices) Registrant's telephone number, including area code: (631) 842-9400 Check the appropriate box below if the Form 8-K filing is intended to 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)) INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On December 4, 2007, the Board of Directors of Napco Security Systems, Inc. ("the Company") voted to amend Sections 1, 3, 4 and 5 of Article VII of the Company's By-Laws to permit the use of uncertificated shares for the Company's capital stock. The amendments were adopted in connection with the Company becoming eligible to participate in the Direct Registration System by January 1, 2008, as required by the NASDAQ Global Market rules. ITEM 9.01. Financial Statements and Exhibits Exhibits Exhibit No. Description ----------- ----------- 3.1 Amendment to Article VII, Sections 1, 3, 4 and 5 of the By-Laws effective December 4, 2007. Filed herewith. 3.2 By-Laws, as amended effective December 4, 2007. Filed herewith. 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 thereunder duly authorized. NAPCO SECURITY SYSTEMS, INC. (Registrant) Date: December 4, 2007 By: /s/ Kevin S. Buchel ------------------------------------ Name: Kevin S. Buchel Title: Senior Vice President of Operations and Finance