UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 10, 2004 AFP Imaging Corporation (Exact name of registrant as specified in its charter) New York 0-10832 13-2956272 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 250 Clearbrook Road Elmsford, New York 10523 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (914) 592-6100 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Acting at a Meeting of the Board of Directors held on December 10, 2004, our Board of Directors approved a new set of Bylaws for the Company. Item 9.01 Financial Statements and Exhibits. Listed below are all exhibits to this Current Report on Form 8-K. Exhibit Number Description - ------ ----------- 3.1 AFP Imaging Corporation Bylaws 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. Dated: December 15, 2004 AFP Imaging Corporation By: /s/ Elise Nissen ------------------------------------- Elise Nissen, Chief Financial Officer AFP Imaging Corporation Form 8-K (Date of Report: December 10, 2004) Exhibit Index Exhibit Number Description - ------- ----------- 3.1 AFP Imaging Corporation Bylaws adopted by the Board of Directors on December 10, 2004 at the Board of Directors' meeting held on such date.