================================================================================ SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 -------------------- GYRODYNE COMPANY OF AMERICA, INC. ------------------------------------------------------ (Exact name of Registrant as Specified in its Charter) New York 000-01684 11-1688021 -------- --------- ------------------- (State or Other Jurisdiction of (Commission File (I.R.S. Employer Incorporation or Organization) Number) Identification Number) 102 FLOWERFIELD ST. JAMES, NEW YORK 11780 (631) 584-5400 -------------- (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ---------------------- --------------------- Copy to: Patrice Dowd Shenn, Esq. Lamb & Barnosky, LLP 534 Broadhollow Road - C.S. 9034 Melville, New York 11747 ---------------------- ITEM 5. OTHER EVENTS. On August 6, 2001, the Board of Directors adopted a Restated Certificate of Incorporation and an Amended and Restated Bylaws. On August 10, 2001, the Restated Certificate of Incorporation was filed with the New York Secretary of State. ITEM 7. EXHIBITS Exhibit 3(i): Restated Certificate of Incorporation filed with the New York Secretary of State on August 10, 2001. Exhibit 3(ii): Amended and Restated Bylaws dated August 6, 2001. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GYRODYNE COMPANY OF AMERICA, INC. By: /s/ --------------------------------- Stephen V. Maroney President, Chief Executive Officer and Treasurer Date: August 10, 2001