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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) /
OF THE SECURITIES EXCHANGE ACT OF 1934
November 30, 2007
Date of report (Date of earliest event reported)
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COMMISSION FILE NUMBER: 0-12227
SUTRON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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VIRGINIA 54-1006352
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(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER ID NUMBER)
OF INCORPORATION OR ORGANIZATION)
21300 RIDGETOP CIRCLE, STERLING, VIRGINIA 20166
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(Address of principal executive offices)
703-406-2800
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Check the appropriate box below if the Form 8-K filing is intended to
satisfy simultaneously the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| 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))
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SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
On November 30, 2007, the Board of Directors of Sutron Corporation (the
"Company") approved the following amendments to Article VI of the Company's
Bylaws (the "Bylaws"), effective immediately:
The Board of Directors of the Company amended Article VI, Section 1(b)
to specify that the Company may issue uncertificated shares in
accordance with the NASDAQ Stock Market's new Direct Registration
System requirements. Prior to the amendment, Article VI, Section 1(b)
required the issuance of certificates in order to have a valid stock
issue. The Company deleted the first sentence of Article VI, Section
1(b) in its entirety and inserted the following two sentences:
"The shares of the Corporation may be represented by
certificates or may be issued in un-certificated form. Every
holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to
have a certificate signed by, or in the name of the
corporation by, the chairman or vice chairman of the board of
directors, or the president or vice president, and by the
treasurer or an assistant treasurer, or the secretary or an
assistant secretary, or any other officer designated by the
Board of Directors, representing the number of shares
registered in certificate form, and may (but need not) be
sealed with the seal of the Corporation."
The full text of the Bylaws, as amended, is filed as Exhibit 3.1 to
this Current Report.
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SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibit is furnished herewith:
Exhibit No. Exhibit Description
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3.1 Bylaws of the Company, as amended and restated on November 30, 2007
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.
Sutron Corporation
December 4, 2007 /s/ Raul S. McQuivey
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Date Raul S. McQuivey
President and Chief Executive Officer
(Principal Executive Officer)
December 4, 2007 /s/ Sidney C. Hooper
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Date Sidney C. Hooper
Chief Financial Officer and Treasurer
(Principal Accounting Officer)
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
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3.1 Bylaws of the Company, as amended and restated on November 30, 2007