8-K 1 k92549e8vk.txt CURRENT REPORT, DATED FEBRUARY 23, 2005 OMB APPROVAL ----------------------------- OMB Number: 3235-0060 Expires: March 31, 2006 Estimated average burden hours per response.......28.0 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): FEBRUARY 23, 2005 TECUMSEH PRODUCTS COMPANY -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) MICHIGAN 0-452 38-1093240 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 100 EAST PATTERSON STREET TECUMSEH, MICHIGAN 49286 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (517) 423-8411 (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 (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 THE ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. On February 23, 2005, the board of directors amended our bylaws to eliminate the requirement for the board to hold at least ten regular meetings each year. The amended bylaws do not require any specified minimum number of regular meetings. We have scheduled six regular meetings of the full board for 2005. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. The following exhibit is filed with this report:
Exhibit No. Description ----------- ----------- 3.1 Amended and Restated Bylaws of Tecumseh Products Company as amended through February 23, 2005
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. TECUMSEH PRODUCTS COMPANY Date: February 24, 2005 By /s/ James S. Nicholson -------------------------------------- James S. Nicholson Vice President, Treasurer and Chief Financial Officer -1- EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 3.1 Amended and Restated Bylaws of Tecumseh Products Company as amended through February 23, 2005
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