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 7, 2007
AMPEX CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-20292 | 13-3667696 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1228 Douglas Avenue
Redwood City, California 94063-3117
(Address and zip code of principal executive offices)
Registrant’s telephone number, including area code:
(650) 367-2011
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 December 7, 2007, the Board of Directors of Ampex Corporation (the “Company”) amended the Company’s By-Laws, effective as of that date, to permit the issuance of uncertificated shares of the Company’s capital stock. The amendments were adopted in response to Nasdaq Marketplace Rule 4350(1), which requires that all listed securities be eligible to participate in a direct registration system (“DRS”). Eligibility for DRS requires the ability to issue shares in book-entry, or uncertificated, form. The amendments were made to Sections 1 and 4 of Article V of the Company’s By-Laws.
A copy of the amended By-Laws is attached as Exhibit 3.1 to this report and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 3.1 | By-Laws of Ampex Corporation, as amended through December 7, 2007. | |
[SIGNATURE PAGE FOLLOWS]
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 3.1 | By-Laws of Ampex Corporation, as amended through December 7, 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 hereunto duly authorized.
| AMPEX CORPORATION | ||
| By: | /s/ Joel D. Talcott | |
| Joel D. Talcott | ||
| Vice President and Secretary | ||
Date: December 7, 2007