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 30, 2007

Escalon Medical Corp.
__________________________________________
(Exact name of registrant as specified in its charter)

Pennsylvania	000-20127	330272839
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
565 East Swedesford Road, Suite 200, Wayne, Pennsylvania		19087
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 610-688-6830

Not Applicable
______________________________________________
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 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 30, 2007, the board of directors of Escalon Medical Corp. (the "Company") adopted amendments to certain provisions of Articles 26, 27 and 28 of the Company's Bylaws and amended the Company's Articles of Incorporation to insert new Article 15 (the "Amendments"). The purpose of the Amendments is to enable the Company to satisfy the NASDAQ listing requirement that securities of the Company listed on NASDAQ be eligible for a direct registration program by January 1, 2008. The Amendments were adopted to permit the issuance and transfer of the Company's common stock by the use of physical stock certificates or by other means not involving any issuance of physical stock certificates.

The Articles of Amendment and the Amendments to the Bylaws, which are attached to this Current Report as Exhibits 3.1 and 3.2, respectively, are incorporated into this Item 5.03 by reference. The description of the Amendments are qualified in it entirety by reference to Exhibits 3.1 and 3.2. The Amendment of the Articles of Incorporation was effective as of December 3, 2007.

As of the date hereof, the Company has not made any determination whether or not to participate in a direct registration program for its common stock.

Item 9.01 Financial Statements and Exhibits.

3.1 Articles of Amendment of the Company effective December 3, 2007.

3.2. Amendments to the Bylaws of the Company adopted November 30, 2007.

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.

	Escalon Medical Corp.
December 5, 2007	By:	/s/ Richard J. DePiano, Jr.
		Name: Richard J. DePiano, Jr.
		Title: COO & General Counsel

Exhibit Index

Exhibit No.	Description
1	Articles of Amendment
3	Amendment to Bylaws

EX-1

	PENNSYLVANIA DEPARTMENT OF STATE
		CORPORATION BUREAU
	Articles of Amendment – Domestic Corporation
Entity Number		(15 Pa.C.S.)
			Business Corporation (§ 1915)
			Nonprofit Corporation (§5915)
Name					Document will be returned to the
Corporation Service Company					name and address you enter to
					the left. Ü
Address
City	State			Zip Code

Fee: $70	Filed in the Department of State on
	Secretary of the Commonwealth

In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that:

1. The name of the corporation
is:

2. The (a) address of this corporation’s current registered office in this Commonwealth
or (b) name of its commercial registered office provider and the county of venue is (the
Department is hereby authorized to correct the following information to conform to the
records of the Department):
(a) Number and Street	City	State	Zip	County
(b) Name of Commercial Registered Office Provider				County
c/o

3. The statue by or under which it was
incorporated:

4. The date of its incorporation: September 27,
2001

5. Check, and if appropriate complete, one of the following:
	The amendment shall be effective upon filing these Articles of Amendment in the Department of State.
	The amendment shall be effective on:		at
		Date		Hour

6. Check one of the following:
	The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or §
	5914(a).
	The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c) or § 5914(b).

7. Check, and if appropriate, complete one of the following:
	The amendment adopted by the corporation, set forth in full, is as follows:
X	The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part
	hereof.

8. Check if the amendment restates the Articles:
	The restated Articles of Incorporation supersede the original articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be signed by a duly authorized officer thereof this
day of , .

Name of Corporation

/s/ Richard J. DePiano

Signature

Title

EXHIBIT A

ESCALON MEDICAL CORP.

ARTICLES OF AMENDMENT

The Articles of Incorporation of Escalon Medical Corp. (the “Company”) are hereby amended to add new Article 15 to read in its entirety as follows:

“ARTICLE 15: Notwithstanding anything herein to the contrary, any or all classes and series of shares of the Company, or any part thereof, may be represented by uncertificated shares to the extent determined by the Board of Directors, except that shares represented by a certificate that is issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the Company.”

EXHIBIT 3.2

AMENDMENTS TO THE BYLAWS OF

ESCALON MEDICAL CORP.

Article 26, Article 27 and Article 28 are amended and restated to read in their entirety as follows:

“ARTICLE 26

SHARES; SHARE CERTIFICATES

SECTION 26.1

(a) Shares of any or all of the Corporation’s classes or series of capital stock, or any part thereof, may be evidenced by certificates for shares of stock, in such form as the Board of Directors may from time to time prescribe, or may be issued in uncertificated form. The issuance of shares in uncertificated form shall not affect shares already represented by a certificate until the certificate is surrendered to the Corporation. Except as otherwise expressly provided by law, the rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical. The Corporation shall issue to any holder of uncertificated shares who so requests share certificates representing shares registered in the holder’s name.

(b) In the case of certificated shares, each certificate for shares of the Corporation’s capital stock shall be numbered and registered in a share register as it is issued, shall state that the Corporation is incorporated under the laws of the Commonwealth of Pennsylvania, shall bear the name of the registered holder, the number and class of shares represented thereby and the par value of each share represented by the certificate or a statement that such shares are without par value, as the case may be, shall be signed by the President or any Vice President of the Corporation and the Secretary, any Assistant Secretary or the Treasurer of the Corporation or any other person properly authorized by the Board of Directors and shall bear the seal of the Corporation, which seal may be a facsimile engraved or printed. Where the certificate is signed by a transfer agent or a registrar, the signature of any corporate officer on such certificate may be a facsimile engraved or printed. In case any officer who has signed, or whose facsimile signature has been placed on, any share certificate shall have ceased to be such officer because of death, resignation or otherwise before the certificate is issued, the certificate may nevertheless be issued by the Corporation with the same effect as if the officer had not ceased to be such at the date of its issue.

(c) In the case of uncertificated shares, within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on stock certificates pursuant to the Pennsylvania Business Corporation Law of 1988, as amended, or a statement that the Corporation will furnish without charge to each shareholder who so requests a full or summary statement of the designations, voting rights, preferences, limitations and special rights of each class of stock or series thereof and the authority of the Board of Directors to fix and determine the designations, voting rights, preferences, limitations and special rights of each class of stock or series thereof.

ARTICLE 27

TRANSFER OF SHARES

SECTION 27.1 Transfers of shares of capital stock of the Corporation shall be made only on the share transfer books of the Corporation by the holder of record thereof or by his or her attorney thereunto authorized by the power of attorney duly executed and filed with the Secretary of the Corporation or the transfer agent thereof, and (i) in the case of certificated shares, only on surrender of the certificate or certificates representing such shares, properly endorsed or accompanied by a duly executed stock transfer power, or (ii) in the case of uncertificated shares, upon receipt of proper transfer instructions from the registered owner of such uncertificated shares, or from a duly authorized attorney or from an individual presenting proper evidence of succession, assignment or authority to transfer the shares. The Board of Directors may make such additional rules and regulations as it may deem expedient concerning the issue and transfer of             shares of capital stock of the Corporation. Except as otherwise provided pursuant to Section 6.2 hereof, a transferee of shares of the Corporation shall not be a record holder of such shares entitled to the rights and benefits associated therewith unless and until the share transfer has been recorded on the share transfer books of the Corporation. No transfer shall be made if it would be inconsistent with the provisions of Article 8 of the Pennsylvania Uniform Commercial Code.

ARTICLE 28

LOST CERTIFICATES

SECTION 28.1 Where a shareholder of the Corporation alleges the loss, theft or destruction of one or more certificates for shares of the Corporation and requests the issuance of a substitute certificate therefor, the Board of Directors may direct a new certificate of the same tenor and for the same number of shares to be issued to such person upon such person’s making of an affidavit in form satisfactory to the Board of Directors setting forth the facts in connection therewith, provided that prior to the receipt of such request the Corporation shall not have either registered a transfer of such certificate or received notice that such certificate has been acquired by a bona fide purchaser. When authorizing such issue of a new certificate the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such person’s heirs or legal representatives, as the case may be, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such form and sum and with surety or sureties, with fixed or open penalty, as shall be satisfactory to the Board of Directors, as indemnity for any liability or expense that it may incur by reason of the original certificate remaining outstanding. In lieu of issuing a new certificate, the Board of Directors may direct that the certificate alleged to be lost, stolen or destroyed be replaced by uncertificated shares pursuant to procedures consistent with the foregoing provisions.”