form8-k.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): September 18,
2008
TECH/OPS
SEVCON, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-9789
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04-2985631
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(State
or other
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(Commission
File Number)
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(IRS
Employer
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jurisdiction
of incorporation)
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Identification
No.)
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155
Northboro Road
Southborough,
MA 01772
(Address
of principal executive offices and zip code)
(508)
281-5510
(Registrant’s
telephone number, including area code)
N/A
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
(d) On
September 18, 2008, the Registrant’s Board of Directors authorized management to
transfer the listing of the Registrant’s common stock from the American Stock
Exchange (“AMEX”) to the Nasdaq Capital Market (“Nasdaq”). On
September 19, 2008, the Registrant notified AMEX of its intention to delist its
common stock from AMEX and to list on Nasdaq. The common stock will
continue to trade under the symbol “TO”. The Registrant has requested
that trading in its common stock on AMEX be suspended before the market opens on
October 1, 2008 and expects trading on Nasdaq to begin at the market open on
October 1, 2008.
Item
5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
(a) On
and effective September 18, 2008, the Board amended and restated the
Registrant’s by-laws. The following is a summary of the material changes
effected by adoption of the Amended and Restated By-laws:
Article V, “Stock” -- Section 5.1,
“Stock Certificates” and Section 5.2, “Lost, Stolen or Destroyed Stock
Certificates; Issuance of New Certificates” were amended to clarify the Board’s
authority to issue uncertificated shares of the Registrant’s capital
stock. The amendments were made to enable the Registrant to comply
with a Nasdaq rule requiring securities listed on Nasdaq to be eligible for a
Direct Registration Program.
The Amended and Restated By-laws of
the Registrant are filed herewith as Exhibit 3.2. The descriptions of provisions
of the Amended and Restated By-laws are qualified in their entirety by reference
to the Amended and Restated By-laws.
Item
7.01 Regulation FD
Disclosure.
On September 19, 2008, the Registrant
issued a press release announcing its intention to delist its common stock from
AMEX and to list on Nasdaq, a copy of which is furnished as Exhibit 99.1
hereto.
Item 9.01 Financial
Statements and Exhibits.
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(d)
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Exhibits
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3.2
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Amended
and Restated By-laws of the Registrant.
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99.1
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Press
Release issued by the Registrant on September 23, 2008 is furnished
herewith.
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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.
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TECH
/ OPS SEVCON, INC.
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By:
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/s/
Raymond J. Thibault Jr.
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Raymond
J. Thibault Jr.
Assistant
Treasurer
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Dated: September
19, 2008
EXHIBIT
INDEX
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Exhibit
Number
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Description
of Exhibit
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Amended
and Restated By-laws of the Registrant.
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Press
Release issued by the Registrant on September 19,
2008.
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