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) January 3, 2008
___________________
ARABIAN
AMERICAN DEVELOPMENT COMPANY
(Exact
name of registrant as
specified in its charter)
Delaware
(State
or other jurisdiction
of
incorporation)
|
0-6247
(Commission
File
Number)
|
75-1256622
(IRS
Employer
Identification
No.)
|
10830
North Central Expressway, Suite 175, Dallas, Texas 75231
(Address
of principal executive offices) (Zip Code)
(Registrant’s
Telephone Number, Including Area Code): (214)
692-7872
________________________________________________________
(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 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
January 3, 2008, the Board of Directors of Arabian American Development Company,
a Delaware corporation (the “Corporation”) approved an amendment to the Amended
and Restated By-Laws of the Corporation.
The
amendment to the Amended and Restated By-Laws of the Corporation amended Article
VI, Section 1 of the Corporation’s bylaws to expressly provide for the issuance
of un-certificated shares of the Corporation’s stock in order to comply with a
NASDAQ rule change requiring listed securities to be eligible to participate
in
the Direct Registration System.
The
foregoing description of the amendment to the Corporation’s bylaws is not
complete and is qualified in its entirety by reference to the text of the
amendment to the bylaws of the Corporation attached as Exhibit 3(ii) to this
Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed as part of this Report:
Exhibit
Number Description
3(ii).
First Amendment to the Amended and Restated By-Laws of Arabian American
Development Company dated January 3, 2008.
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 hereunto
duly authorized.
ARABIAN
AMERICAN DEVELOPMENT
COMPANY
Date: January
7,
2008 By:
/s/ Nicholas Carter___________
Nicholas
N. Carter, Secretary
Exhibit
Index
Exhibit
No. Description
EX-3(ii)
|
Text
of Amendment to Article VI, Section 1 of the Corporation’s Bylaws as
executed January 3, 2008.
|
FIRST
AMENDMENT TO AMENDED AND RESTATED
BY-LAWS
OF ARABIAN AMERICAN DEVELOPMENT COMPANY
WHEREAS,
the directors of Arabian
American Development Company, a Delaware corporation (the “Corporation”),
adopted the Amended and Restated By-Laws of the Corporation on the 26th day of
April, 2007
(the “By-Laws”); and
WHEREAS,
the directors desire to amend
certain of the provisions of the By-Laws to allow the Corporation to issue
securities not represented by certificates for the purpose of enabling the
Corporation to list its securities on the Nasdaq Global Select
Market.
It
is hereby agreed that the By-Laws
are amended as follows:
1.
Article
VI, Section 1 of the By-Laws is
deleted in its entirety and the following is substituted therefore:
“CERTIFICATES
OF STOCK
Section
1. There will be issued to each holder of fully paid shares of the
capital stock of the Corporation a certificate or certificates for such shares,
if so requested by the holder (in the absence of such request, shares may be
issued in book-entry form). To the extent required by the General Corporation
Law of the State of Delaware, every holder of shares of the Corporation will
be
entitled to have a certificate signed by, or in the name of the Corporation
by,
the President or a Vice-President and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation
representing the number of shares registered in certificate form. Any or all
of
the signatures on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has
been
placed upon a certificate has ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he or she were such officer, transfer agent or
registrar at the date of issue.”
2.
Except
as
expressly amended herein, the By-Laws are hereby expressly ratified and
confirmed as originally written. All terms used herein shall have the
same meanings as set out in the By-Laws, unless expressly otherwise indicated
herein.
EXECUTED
effective the 3rd day of
January,
2008.