UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 12, 2007
Rand Logistics, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-50908 20-1195343
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
461 Fifth Avenue, 25th Floor, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 644-3450
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(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 240.13a-4(c))
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
On December 12, 2007, the Board of Directors of Rand Logistics, Inc. (the
"Corporation") approved and adopted an amendment to the Corporation's amended
and restated bylaws to facilitate direct share registration of the Corporation's
common stock. Direct Share Registration allows a shareholder to be registered
directly on the books of the transfer agent without the need of a physical
certificate to evidence the security ownership and allows shareholders to
electronically transfer securities to broker-dealers in order to effect
transactions without the risks and delays associated with transferring physical
certificates. The Corporation's Second Amended and Restated Bylaws, as approved
by the Corporation's Board of Directors and effective on December 12, 2007, are
attached hereto as Exhibit 3.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits:
3.1 Second Amended and Restated Bylaws of the Corporation, effective as of
December 12, 2007.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
RAND LOGISTICS, INC.
Date: December 17, 2007 By: /s/ Laurence S. Levy
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Name: Laurence S. Levy
Title: Chairman of the Board and
Chief Executive Officer