SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
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FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported):
March 28, 2002
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KSW, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-27290 11-3191686
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
37-16 23rd Street, Long Island City, New York 11101
(Address of principal executive offices)
(718) 361-6500
Registrant's telephone number, including area code
This Amendment No. 1 to Form 8-K amends and restates in its entirety
the Form 8-K filed on April 22, 2002.
Item 5. Other Events.
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On March 28, 2002, KSW, Inc. announced that it has reached a
settlement with the Creditors Committee of Helionetics, Inc., the Company's
former parent, of an action which alleged that the 1995 distribution by
Helionetics of Company stock to its shareholders was a fraudulent conveyance.
The settlement is subject to the preparation of definitive documentation and
court approval. A copy of the Company's press release announcing the settlement
is attached as Exhibit 99.1 hereto, which is incorporated herein by reference.
Additionally, on April 18, 2002, the Company appointed Russell
S. Molina to its Board of Directors as a Class I Director. Mr. Molina's term
will run until the Company's 2003 annual meeting of shareholders. Mr. Molina's
addition to the Company's Board of Directors brings the total number of
directors constituting the Board to six.
Mr. Molina's election to the Board was advocated by investors
who voiced their opinion that his appointment could be beneficial to stockholder
value. The Company had received a notice of a stockholder's intent to nominate
Mr. Molina and one of the Company's incumbent directors (who had been included
in the Company's slate of nominees) for election to the Board of Directors at
the 2002 annual meeting of shareholders. As a result of Mr. Molina's appointment
to the Board of Directors, the Company believes the stockholder will not
nominate Mr. Molina and the incumbent director for election to the Board at this
year's annual meeting.
Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits.
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(c) Exhibits
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Exhibit No.: Description:
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99.1 Press release, dated March 28, 2002.
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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.
KSW, INC.
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(Registrant)
Date: April 26, 2002 By /s/ Robert Brussel
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(Robert Brussel,
Chief Financial Officer)
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INDEX TO EXHIBITS
CURRENT REPORT ON FORM 8-K/A
Exhibit
Number Description
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99.1 Press release, dated March 28, 2002.
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