SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 20, 1997
(Date of earliest event reported)
CHICAGO RIVET & MACHINE CO.
(Exact Name of Registrant as Specified in its Charter)
Illinois 0-1227 36-0904920
(State or Other (Commission File (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
901 Frontenac Road, Naperville, IL 60563
(Address of Principal Offices, including zip code)
(630) 357-8500
(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 20, 1997 the Board of Directors of
Chicago Rivet & Machine Co. (the "Corporation") approved
amendments to the Corporation's existing By-Laws. The
amendments to the By-Laws are summarized below.
Article II of the By-Laws was amended to add
Section 15(a), which provides that persons may be
nominated to stand for election as a director of the
Corporation only (i) by or at the direction of the Board
of Directors of the Corporation or (ii) by any
shareholder of the Corporation (A) who is a shareholder
of record on the date notice to the Corporation of the
person to be nominated to stand for election as a
director was given by such shareholder (as provided in
clause (B) below) and on the record date for the
determination of shareholders entitled to vote at the
annual meeting and (B) who submits to the Corporation
notice of the person to be nominated to stand for
election as a director, in proper written form as
provided in the amended By-Laws, not less than ninety
(90) days nor more than one hundred twenty (120) days
prior to the anniversary date of the immediately
preceding annual meeting or, if the annual meeting is
called for a date that is not within thirty (30) days
before or after such anniversary date, not later than the
close of business on the tenth (10th) day following the
day on which notice of the date of the annual meeting was
mailed or public announcement of the date of the annual
meeting was made, whichever first occurs. Such notice
must be accompanied by a written consent of each proposed
nominee to be named as a nominee and to serve as a
director if elected. Notwithstanding anything in clause
(B) (above) to the contrary, if the number of directors
to be elected to the Board of Directors of the
Corporation is increased and there is no public
announcement by the Corporation naming all of the
nominees for director or specifying the size of the
increased Board of Directors at least one hundred (100)
days prior to the first anniversary of the preceding
year's annual meeting, a shareholder's notice required by
the By-Laws shall also be considered timely, but only
with respect to nominees for any new positions created by
such increase, if it is delivered to the Secretary at the
principal executive offices of the Corporation not later
than the close of business on the tenth (10th) day
following the day on which such public announcement is
first made by the Corporation.
Article II of the By-Laws was further amended
to add Section 15(b), which provides that no business may
be transacted at an annual meeting of shareholders of the
Corporation other than business that is (i) specified in
the notice of meeting given by the Board of Directors of
the Corporation, (ii) otherwise properly brought before
the annual meeting by the Board of Directors of the
Corporation or (iii) otherwise properly brought before
the annual meeting by any shareholder of the Corporation
(A) who is a shareholder of record on the date notice to
the Corporation of the business to be transacted was
given by such shareholder (as provided in clause (B)
below) and on the record date for the determination of
shareholders entitled to vote at the annual meeting and
(B) who submits to the Corporation the shareholder
proposal to be considered, in proper written form as
provided in the amended By-Laws, not less than ninety
(90) days nor more than one hundred twenty (120) days
prior to the anniversary date of the immediately
preceding annual meeting or, if the annual meeting is
called for a date that is not within thirty (30) days
before or after such anniversary date, not later than the
close of business on the tenth (10th) day following the
day on which notice of the date of the annual meeting was
mailed or public announcement of the date of the annual
meeting was made, whichever first occurs.
Article II of the By-Laws was also amended to
add Section 15(c) which provides that, for the purposes
of Article II, Section 15 of the By-Laws, a "public
announcement" is an announcement in a press release
reported by the Dow Jones News Service, Associated Press
or comparable national news service or in a document
publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d)
of the Securities Exchange Act of 1934.
Article III, Section 14 of the By-Laws was
amended and restated in its entirety to provide
indemnification under the By-Laws to the fullest extent
provided under the Illinois Business Corporation Act of
1983 (the "IBCA"), as the IBCA existed as of January 1,
1997. The amended By-Laws also provide that future
amendments to the IBCA will be incorporated into the By-
Laws only to the extent that such amendments broaden the
indemnification rights previously granted under the By-
Laws. Further, the Corporation must pay in advance to
any person defending an action for which indemnification
under the By-Laws is available any expenses incurred by
such person during such defense, provided that such
person undertakes to reimburse the Corporation for all
advanced expenses in the event that it shall ultimately
be determined that such person is not entitled to
indemnification. Article III, Section 14 of the By-Laws
was also amended to provide that rights to
indemnification may not be retroactively reduced by
subsequent amendment to the IBCA or the By-Laws. In
addition, procedures for seeking indemnification from the
Corporation following a Change in Control of the
Corporation (as defined in the amended By-Laws) were
added to the By-Laws.
The foregoing description of the amendments to
the By-Laws does not purport to be complete and is
qualified in its entirety by reference to the amended and
restated By-Laws, a copy of which is incorporated by
reference herein to Exhibit 3.4 to this Current Report on
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) Exhibits:
3.4 Amended and Restated By-Laws of Chicago Rivet &
Machine Co., dated January 20, 1997.
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.
CHICAGO RIVET & MACHINE CO.
By: /s/ JOHN C. OSTERMAN
Name: John C. Osterman
Title: President, Chief
Operating Officer and
Treasurer
Dated: January 23, 1997
EXHIBIT INDEX
Exhibit Description
3.4 Amended and Restated By-Laws of Chicago
Rivet & Machine Co., dated January 20,
1997.