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): January 23, 1996 PARK ELECTROCHEMICAL CORP. - -------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) New York 1-4415 11-1734643 - -------------------------------------------------------------------------- (State or other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 5 Dakota Drive, Lake Success, New York 11042 - -------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (516) 354-4100 - -------------------------------------------------------------------------- Registrant's Telephone Number, Including Area Code N/A - -------------------------------------------------------------------------- Former Name or Former Address, if Changed Since Last Report Item 5 Other Events. On January 23, 1996, the Board of Directors of Park Electrochemical Corp. (the "Company") adopted amendments to its By-Laws. The amendments to the By-Laws, among other things, (i) increase from 33 1/3% to 80% the percentage of the issued and outstanding shares of stock of the Company required to call spe- cial meetings of stockholders; (ii) eliminate the ability of stockholders to remove directors without cause; and (iii) require stockholders to provide the Company with advance notice of their intention to make nominations of directors or bring new business at annual meetings of stockholders. Item 7 Financial Statements, Pro Forma Financial Information and Exhibits. 3(i) By-Laws of the Company, as amended January 23, 1996. 3(ii) Form of amendment to the By-Laws, dated January 23, 1996. SIGNATURE 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. PARK ELECTROCHEMICAL CORP. Date: January 24, 1996 By:/s/ Paul R. Shackford Name: Paul R. Shackford Title: Secretary EXHIBIT INDEX Exhibit Description Page 3(i) By-laws of the Company, as amended January 23, 1996. 3(ii) Form of amendment to the By-laws, dated January 23, 1996.