-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LChMsnwLbjYN8Xtl0ou6VmNodI9ZT+7SqcjtVkla/0xqZpqIc8o1+WO1zJ7ocQvU 6CMYypoaCvhhR30knJ3Fpw== 0001110550-08-000003.txt : 20080204 0001110550-08-000003.hdr.sgml : 20080204 20080204164322 ACCESSION NUMBER: 0001110550-08-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080101 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080204 DATE AS OF CHANGE: 20080204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SERVOTRONICS INC /DE/ CENTRAL INDEX KEY: 0000089140 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 160837866 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07109 FILM NUMBER: 08572760 BUSINESS ADDRESS: STREET 1: 1110 MAPLE ST CITY: ELMA STATE: NY ZIP: 14059 BUSINESS PHONE: 7166335990 MAIL ADDRESS: STREET 1: P O BOX 300 STREET 2: ELMA STATE: NY ZIP: 14059-0300 8-K 1 servoeightk.htm EIGHT K servoeightk.htm

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):  January 1, 2008

Servotronics, Inc.
(Exact name of registrant as specified in its charter.)

Commission File Number: 001-07109

                                                                                                   Delaware                                                                                         16-0837866
                                                                                                 (State or other jurisdiction                                                                        (IRS Employer
                                                                                              of incorporation)                                                                                     Identification No.)

1110 Maple Street
Elma, New York 14059-0300
(Address of principal executive offices, including zip code)

(716) 655-5990
(Registrant’s telephone number, including area code)

(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 By-laws; Change in Fiscal Year

The Board of Directors of Servotronics, Inc. (the “Company”) amended Article V of the Company’s By-laws, effective January 1, 2008. The principal purpose of the amendment was to authorize recording of ownership of the Company’s stock by Direct Registration (book entry) effective January 1, 2008, and eliminate the existing by-law requirement that all outstanding stock needed to be evidenced by stock certificates. The amendment was intended to comply with the standards of the industry and the requirements of the American Stock Exchange. The resolution mandated that, effective January 1, 2008, all issuances or transfers of Registrant's shares would be by direct registration, but the recipient/transferee of the shares may request the transfer agent to issue certificates. Similarly, existing shareholders could, at their option, retain their existing certificates or surrender them to the transfer agent.

A copy of the By-law amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Item 8.01                      Other Events

On January 31, 2008 the Company issued a press release announcing that its Board of Directors declared a $0.15 per share cash dividend. The dividend will be paid on March 14, 2008 to shareholders of record on February 20, 2008. This dividend does not represent that the Company will pay dividends on a regular or scheduled basis. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information set forth in Items 8.01 and 9.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of Servotronics, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.


Item 9.01.                      Financial Statements and Exhibits

The following are filed as exhibits to this Current Report on Form 8-K:

3.1           Amendment to the Company’s By-laws effective January 1, 2008
 
99.1           Servotronics, Inc. Press Release issued on January 31, 2008.


Signature(s)

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.

Date:           February 1, 2008

Servotronics, Inc.




By: /s/ Cari L. Jaroslawsky                                                                           
Cari L. Jaroslawsky
Chief Financial Officer



Exhibit Index

Exhibit No.                                Description

3.1                                Amendment to the Company’s By-laws effective January 1, 2008

99.1                                Servotronics, Inc. Press Release issued on January 31, 2008.



EX-3.1 2 exhibitthreeoe.htm BYLAWS exhibitthreeoe.htm
Exhibit 3.1
 
AMENDMENT
 
TO THE BY-LAWS OF
 
SERVOTRONICS, INC.
 
By resolutions adopted by the Board of Directors of Servotronics, Inc. (the “Corporation”), the Board of Directors authorized the following amendments to the Corporation’s By-laws, as amended, effective January 1, 2008:
 
1.  Article V of the Corporation’s By-laws is to be deleted in its entirety and replaced by the following:
 

ARTICLE V - CAPITAL STOCK

Section 5-1.  Stock Certificates.  The capital stock of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may, subject to the limits imposed by law, provide by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock of the Corporation represented by certificates shall be entitled to have a certificate signed, either manually or by facsimile, by or in the name of the Corporation by (1) the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President, and (2) the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number of shares owned by such holder in the Corporation. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 5-2.  Determination of Stockholders of Record.  The Board of Directors may fix in advance a record date to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend, or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action. Such date shall be not more than sixty (60) nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 5-3.  Transfer of Shares.  Transfer of shares shall be made on the books of the Corporation only upon receipt by the Corporation or its transfer agent of appropriate documents evidencing such transfer and, in the case of stock represented by a certificate, upon surrender of the share certificate, duly endorsed and otherwise in proper form for transfer, which certificate shall be cancelled at the time of the transfer. No transfer of shares shall be made on the books of this Corporation if such transfer is in violation of a lawful restriction noted conspicuously on the certificate.

Section 5-4.  Lost Share Certificates.  Unless waived in whole or in part by the Board of Directors from time to time, any person requesting the issuance of a new certificate or uncertificated shares in lieu of an alleged lost, destroyed, mislaid or wrongfully taken certificate, shall (1) make an affidavit or affirmation of the facts and circumstances surrounding the same; (2) advertise such facts to the extent and in the manner the Board of Directors may require; and (3) give to the Corporation a bond of indemnity with an acceptable surety. Thereupon a new share certificate or uncertificated shares shall be issued in lieu of the alleged lost, destroyed, mislaid or wrongfully taken certificate, provided that the request therefore has been made before the Corporation has notice that such shares have been acquired by a bona fide purchaser.

The foregoing is certified as an amendment to the By-laws of the Corporation, adopted by the Board of Directors effective as of January 1, 2008.
 

 
/s/ Michael D. Trbovich
 
Michael D. Trbovich
 
Corporate Secretary
 


EX-99.1 3 exhibitninetynine.htm PRESSRELEASE exhibitninetynine.htm
Exhibit 99.1
[Servotronics, Inc. Letterhead]
 
Thursday, January 31, 2008
 
SERVOTRONICS, INC. (AMEX– SVT)
DECLARES CASH DIVIDEND OF $0.15 PER SHARE
 

 
Servotronics, Inc. (AMEX – SVT), today announced that its Board of Directors declared a $0.15 per share cash dividend. The dividend will be paid on March 14, 2008 to shareholders of record on February 20, 2008. This dividend does not represent that the Company will pay dividends on a regular or scheduled basis.
 
The Company is composed of two groups – the Advanced Technology Group (ATG) and the Consumer Products Group (CPG). The ATG primarily designs, develops and manufactures servo control and other components for various commercial and government applications (i.e., aircraft, jet engines, missiles, manufacturing equipment, etc.). The CPG designs and manufactures cutlery, bayonets, machetes and combat, survival, sporting, agricultural, and pocket knives for both commercial and government applications.
 
FORWARD-LOOKING STATEMENTS
 
Certain paragraphs of this release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, such as those pertaining to the Company’s expectation of new business and success in its entry into new product programs. Forward-looking statements involve numerous risks and uncertainties. The Company derives a material portion of its revenue from contracts with agencies of the U.S. Government or their prime contractors. The Company’s business is performed under fixed price contracts and the following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: uncertainties in today’s global economy and global competition, difficulty in predicting defense appropriations, the vitality and ability of the commercial aviation industry to purchase new aircraft, the willingness and ability of the Company’s customers to fund long-term purchase programs, and market demand and acceptance both for the Company’s products and its customers’ products which incorporate Company-made components. The success of the Company also depends upon the trends that affect the national and international economy. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s analysis only as of the date hereof. The Company assumes no obligation to update forward-looking statements.
 
SERVOTRONICS, INC. (SVT) IS LISTED ON THE AMERICAN STOCK EXCHANGE.
 

 
-----END PRIVACY-ENHANCED MESSAGE-----