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: May 2, 2006
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(Date of earliest event reported)
AMERICAN TECHNICAL CERAMICS CORP.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-9125 11-2113382
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
ONE NORDEN LANE, HUNTINGTON STATION, NY 11746
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(Address of Principal Executive Offices)
(631) 622-4700
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(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 BYLAWS; CHANGE IN FISCAL
YEAR.
On May 2, 2006, the Board of Directors (the "Board") of American
Technical Ceramics Corp. (the "Company") amended and restated the Company's
By-Laws (the "Amended By-Laws"). The Amended By-Laws include the following
material substantive additions, deletions, changes and clarifications:
o The use of various means of electronic communication and transmission
to, among other things, conduct meetings of stockholders and provide
notice to stockholders, is specifically permitted under the Amended
By-Laws.
o The period of time by which (i) notice of each meeting of stockholders
shall be given before the date of such meeting, or (ii) the Board may
fix a record date for the determination of stockholders entitled to
vote or, among other things, receive dividends, was changed from 50
days to 60 days.
o In order to better reflect the current executive composition of the
Company, the offices of Vice Chairman, Chief Executive Officer ("CEO")
and Executive Vice President were added to various provisions of the
Amended By-Laws. The Amended By-Laws specifically clarify that the
President shall serve as the CEO unless a separate CEO is appointed
and the principal financial officer shall be the Treasurer unless the
Board designates another officer to serve as such.
o The number of directors that constitutes a quorum at meetings of the
Board was changed from one-third to a majority of the entire Board.
o The determination of officers' salaries may be fixed by a committee of
the Board appointed for such purpose.
o The Amended By-Laws, among other things, (i) describe in more detail
the standards, procedures, and limits applicable to indemnification of
the Company's directors and officers and other persons; (ii) expressly
designate indemnification as a contractual right; (iii) expressly
provide indemnitees with the right to payment of costs, charges, and
expenses incurred in an indemnitee's defense of an action in advance
of its final disposition, provided, that an indemnitee undertakes to
repay all amounts so advanced if it is ultimately determined that such
indemnitee is not entitled to indemnification; (iv) permits an
indemnitee to bring suit against the Company if the Company fails to
make the payments set forth in (iii) above within the applicable time
period; (v) extends the rights of indemnification and advancement of
expenses to a person who has ceased to be a director, officer,
employee or agent and to the heirs, executors and administrators of
such a person; (vi) allows indemnification to be retroactive in the
event of the repeal or modification of the by-law providing for the
right of indemnification; and (vi) specifically authorize the Company
to purchase and maintain insurance on behalf of directors, officers,
employees or agents of the Company, or any related entity thereof,
against any expense, liability or loss, whether or not the Company
would have the power to indemnify such person against such expense,
liability or loss under Delaware law.
The preceding is qualified in its entirety by reference to the Company's
Amended By-Laws, which are attached hereto as Exhibit 3.1 and are incorporated
herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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3.1 Amended and Restated By-Laws of American Technical
Ceramics Corp., effective May 2, 2006.
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.
AMERICAN TECHNICAL CERAMICS CORP.
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(Registrant)
/S/ ANDREW R. PERZ
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Date: May 8, 2006 Andrew R. Perz
Vice President, Finance
(Principal Accounting Officer)
