Form 8-K dated 05/27/2008

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  May 22, 2008

 

 

 

American Woodmark Corporation®

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   0-14798   54-1138147

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

3102 Shawnee Drive, Winchester, Virginia   22601
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (540) 665-9100

 

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 (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))

 



American Woodmark Corporation

 

ITEM 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 22, 2008, the Company’s Board of Directors approved the amendment and restatement of the Company’s Bylaws effective as of that date.  RESOLVED, that the first sentence of Article ll, Section 2, of the Bylaws is hereby amended to read as follows:

 

 

                The number of directors of the Corporation shall be nine.

 

 

 

 

A copy of the Company’s Bylaws as amended and restated May 22, 2008 is filed as an exhibit to this report and is incorporated in response to this Item by reference thereto.

 

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

 

(C) Exhibits.

 

3.2   

The Registrant’s amended and restated Bylaws.


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 thereunto duly authorized.

 

AMERICAN WOODMARK CORPORATION

(Registrant)

 

/s/    JONATHAN H. WOLK         


     

/s/    KENT B. GUICHARD        


Jonathan H. Wolk

Vice President and Chief Financial Officer

     

Kent B. Guichard

President & Chief Executive Officer

Date: May 28, 2008

     

Date: May 28, 2008

Signing on behalf of the registrant and as principal financial officer       Signing on behalf of the registrant and as principal executive officer

 


 

 

 

 

EXHIBIT INDEX

 

 

Exhibit Number

   Description

    3.2    The Registrant’s amended and restated Bylaws.