SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 7, 2007
UNITED-GUARDIAN, INC.
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(Exact name of Registrant as Specified in Charter)
DELAWARE 1-10526 11-1719724
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
230 Marcus Boulevard, Hauppauge, New York 11788
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (631) 273-0900
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Not Applicable
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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:
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[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
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[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
In 2006 The American Stock exchange ("AMEX"), pursuant to rules promulgated
by the United States Securities and Exchange Commission, adopted a new listing
standard requiring all of its listed companies to become "eligible" to
participate in the Direct Registration System ("DRS") no later than January 1,
2008. DRS enables investors to maintain securities electronically on the books
of a transfer agent or issuer, and allows for the electronic transfer of
securities. To meet the AMEX requirements to become eligible to participate in
the DRS, the Company's Board of Directors, on September 6, 2007, adopted a
resolution amending the Company's bylaws to allow for the electronic
registration and transfer of stock. The amendment makes the Company eligible to
participate in the Direct Registration System.
Item 8.01 - Other Events
On September 6, 2007 the Board of Directors voted to sell the Company's
Eastern Chemical Corporation subsidiary ("Eastern"), and directed the management
of the Company to find a buyer for Eastern as soon as possible. The Company's
goal is to complete the sale by December 31, 2007. On September 7, 2007 the
Company issued a press release announcing its intention to sell Eastern. A copy
of that press release is attached as Exhibit 99.1 to this Form 8-K
ITEM 9.01 - EXHIBITS
(c) Exhibits
Exhibit Number Exhibit
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99.1 Press Release dated September 7, 2007
The information in this Current Report, including the attached Exhibit,
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section, nor shall it be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended, except as expressly set forth by
specific reference in such filing.
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.
UNITED-GUARDIAN, INC.
By:/s/ Kenneth H. Globus
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Name: Kenneth H. Globus
Title: President
September 10, 2007