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
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| Date of Report (Date of Earliest Event Reported): | | April 11, 2006 |
Enesco Group, Inc.
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(Exact name of registrant as specified in its charter)
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| Illinois | 001-09267 | 04-1864170 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 225 Windsor Drive, Itasca, Illinois | | 60143 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 630-875-5300 |
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:
[ ] 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 March 22, 2006, the Board of Directors of Enesco Group, Inc. unanimously approved an amendment to Article III, Section 1 of the Company's By-laws to provide that the number of directors be not less than six nor more than ten. The previous By-laws, dated as of July 28, 2003, provided that the number of directors be not less than nine nor more than fourteen. The Board intended that the amendment would be effective as of the date the By-laws were revised with this change, which was April 11, 2006.
The amended By-laws, effective April 11, 2006, are attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Amended By-laws of Enesco Group, Inc., dated April 11, 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.
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| | | Enesco Group, Inc. |
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| April 11, 2006 | | By: | | /s/ Anthony G. Testolin
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| | | | | Name: Anthony G. Testolin |
| | | | | Title: Chief Accounting Officer |
Exhibit Index
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| Exhibit No. | | Description |
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99.1 | | Amended By-laws of Enesco Group, Inc., dated April 11, 2006 |
