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) May 17, 2000
------------------------------
Atchison Casting Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
KANSAS 1-12541 48-1156578
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
400 South Fourth Street, Atchison, Kansas 66002
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 913) 367-2121
------------------------------------
None
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events.
------------
On May 17, 2000, the Board of Directors of the Company amended the
Company's By-Laws. The specific amendments to the By-Laws and the full text of
the Amended and Restated By-Laws are attached as Exhibits 3.1 and 3.2,
respectively. Specifically, the By-Laws were amended to (i) allow the Board of
Directors to prescribe rules for the conduct of stockholder meetings; (ii) set
up procedures for advance notice to the Company of stockholder proposals for
presentation at the annual meeting of stockholders; and (iii) set up procedures
to be followed for stockholder nominations of directors. Under the Company's
By-Laws, as amended, in order for a stockholder to bring business before, or
propose director nominations at, the Company's annual meeting of stockholders, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than sixty (60) days nor
more than one hundred twenty (120) days prior to the date of the annual meeting.
The By-Law requirements for advance notice of stockholder proposals are separate
and apart from the requirements of SEC Rule 14a-8 (17 C.F.R. ss. 240.14a-8) with
which a stockholder must comply in order to have a stockholder proposal to be
included in the Company's proxy statement and form of proxy.
The Company also announced that the date of this year's annual meeting of
stockholders is November 17, 2000. Accordingly, pursuant to the Company's
By-Laws, as amended, stockholders wishing to submit proposals for consideration
or propose a director for nomination at the annual meeting of stockholders must
provide notice to the Company no earlier than July 20, 2000 and no later than
September 18, 2000.
Item 7. Financial Statements and Exhibits.
---------------------------------
(c) Exhibits.
3.1 Amendments to By-Laws of the Company.
3.2 Amended and Restated By-Laws of the Company.
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.
ATCHISON CASTING CORPORATION
DATE: May 17 , 2000 /s/ Kevin T. McDermed
Kevin T. McDermed
Vice President, Chief Financial
Officer, Treasurer and Secretary
EXHIBIT INDEX
Exhibit
Number Exhibit
------ -------
3.1 Amendments to By-Laws of the Company
3.2 Amended and Restated By-Laws of the Company