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): October 25, 2007
(Exact name of Registrant as specified in its charter)
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| Delaware
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1-8462
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16-1194720 |
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 20 Florence Avenue, Batavia, New York
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14020 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (585) 343-2216
(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:
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))
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
On
October 26, 2007, Graham Corporation (the “Company”) issued a press release describing its
results of operations and financial condition for its second quarter and six months ended September 30, 2007. The
Company’s press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Graham Corporation’s (the “Company’s”) common stock is listed and traded on the American Stock
Exchange (“AMEX”). As such, the Company is subject to the listing standards of the AMEX. The
Securities and Exchange Commission has adopted amendments to those listing standards that require
AMEX-listed securities to be eligible to participate in a “direct registration program” by January
1, 2008. A “direct registration program” permits a shareholder’s stock to be recorded and
maintained on the books of the company or the company’s transfer agent without the issuance of a
physical stock certificate. Shares in this form are commonly referred to as “uncertificated”
shares.
On October 25, 2007, the Company’s Board of Directors amended and restated the Company’s
Bylaws in order to provide for uncertificated shares. Specifically, Articles 8 and 9 of the
Company’s Bylaws were amended to permit the Company’s Board of Directors to provide by resolution
that some or all of any class or series of Company stock may be uncertificated.
The preceding description of the amendments to the Company’s Bylaws is qualified in its
entirety by reference to the full text of the Company’s Amended and Restated Bylaws, which are
attached as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by
reference.
Item 8.01. Other Events.
On
October 26, 2007, the Company issued a press release announcing (i) the payment of a cash
dividend, and (ii) a stock split to be paid as a stock dividend. The Company’s press release is
attached to this Current Report on Form 8-K as Exhibit 99.1.