Sunair Electronics, Inc.
 

 
 

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 16, 2005

SUNAIR ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)
         
Florida   1-04334   59-0780772
         
(State or Other Jurisdiction
of Incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer
Identification No.)

3005 Southwest Third Avenue
Fort Lauderdale, Florida 33315

(Address of Principal Executive Office) (Zip Code)

(954) 525-1505

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, If Changed Since Last Report.)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

 

Section 5 — Corporate Governance and Management

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

     On May 16, 2005, the Board of Directors of Sunair Electronics, Inc. (the “Company”) adopted Amended and Restated Bylaws of the Company, which became effective immediately. The changes were made to the Company’s bylaws in order to clarify and update numerous provisions, to conform the bylaws to applicable law and to improve the corporate governance of the Company. The Amended and Restated Bylaws of the Company are attached hereto as Exhibit 3.3 and are incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits

          3.3 Amended and Restated Bylaws of Sunair Electronics, Inc., adopted May 16, 2005

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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.

         
  SUNAIR ELECTRONICS, INC.
 		  
Date: May 20, 2005  By:   /s/ SYNNOTT B. DURHAM    
    Synnott B. Durham   
    Chief Financial Officer   

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Exhibit Index

     
Exhibit
Number
  Exhibit Title or Description
 
   
3.3
  Amended and Restated Bylaws of Sunair Electronics, Inc., adopted May 16, 2005