8-K 1 form8k.txt FORM 8-K 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): August 3, 2005 PATRIOT TRANSPORTATION HOLDING, INC. ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) FLORIDA 0-17554 59-2924957 ------------------------ ----------------- -------------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 1801 Art Museum Drive 32207 Jacksonville, Florida ------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (904) 396-5733 ----------------------------------------------------------------- (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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CRF 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)) CURRENT REPORT ON FORM 8-K PATRIOT TRANSPORTATION HOLDING, INC. August 3, 2005 ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On August 3, 2005, the Board of Directors elected John E. Anderson to the Board of Directors of the Company. Mr. Anderson, age 60, has served as President and Chief Executive Officer of the Company since 1989. Mr. Anderson previously served as a director of the Company from 1989 to January 1, 2004. Mr. Anderson will continue to serve as President and Chief Executive Officer of the Company. ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. On August 3, 2005, the Board of Directors adopted Amended and Restated Bylaws of the Company. A copy of the Amended and Restated Bylaws of the Company is attached to this Form 8-K as Exhibit 3.1. The changes to the Bylaws are summarized below: 1. Article I (Offices) of the Bylaws was amended to note the prior change in the principal office of the Company to 1801 Art Museum Drive, Jacksonville, Florida 32207. 2. Article II, Sections 4 (Stockholders - Notice of Meeting) and 5 (Fixing of Record Date) of the Bylaws was amended to harmonize the provisions with existing Florida law. 3. Article II, Section 10 (Voting of Stock by Certain Holders) has been amended to change the word "corporation" to "entity." 4. Article III, Section 5 (Board of Directors - Notice) has been amended to harmonize the provision with existing Florida law. 5. Article III, Section 14 (Corporate Governance Guidelines) has been added to clarify that, in the event of any inconsistency between the Company's Bylaws and any Corporate Governance Guidelines adopted by the Board of Directors, the Bylaws shall control. 6. Article IV, Section 10 (Officers - Salaries) has been deleted to avoid inconsistency between this provision and the Charter of the Compensation Committee. 7. Article XII (Committees) previously set forth the authority and powers and various other matters relating to the Executive Committee. This provision has been rewritten to include similar information regarding all standing committees of the Board of Directors. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. 3.1 Amended and Restated Bylaws of Patriot Transportation Holding, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned thereunto duly authorized. PATRIOT TRANSPORTATION HOLDING, INC. Date: August 8, 2005 By: /s/ Ray M. Van Landingham ------------------------------------- Ray M. Van Landingham Vice President, Finance and Administration and Chief Financial Officer EXHIBIT INDEX Exhibit No. ------------ 3.1 Amended and Restated Bylaws of Patriot Transportation Holding, Inc.