UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): August 3, 2005
Henry Bros. Electronics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 005-62411 22-3690168
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
280 Midland Avenue, Saddle Brook, New Jersey 07663
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (201) 794-6500
Diversified Security Solutions, Inc.
(Former name or former address, if changed from last report)
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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 2.02. Results of Operation and Financial Conditions
On August 4, 2005, Diversified Security Solutions, Inc., (now known as
Henry Bros. Electronics, Inc. and referred to herein as the "Company") issued a
press release, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference, announcing the Company's financial results for
the quarter ended June 30, 2005.
Item 5.03. Amendments to the Articles of Incorporation or By-Laws, Change of
Fiscal Year.
On August 3, 2005, the Company's Board of Directors approved amendments to
the Company's by-laws. The amendments to the Company's by-laws included:
(a) Revisions to Section 2 - Annual Meeting, to provide that the
Company's annual meeting of shareholders should be held annually during the
fifth full month following the end of the Company's fiscal year on such
date and time as the Board may fix.
(b) Revisions to Section 9 - Notice of Shareholders Business and
Nomination. The amendment to this Section enables the Board to determine
the process for director nominations or other business to be brought at the
Company's annual meeting of shareholders.
(c) Section 14 - Compensation was amended to enable the Board to
determine the compensation directors should receive.
(d) Section 16 - Committee was revised to provide that each committee
should consist of two or more members.
A copy of the Company's amended by-laws is attached hereto as Exhibit 3.1
and is incorporated herein by reference.
Item 8.01. Other Events
On August 3, 2005, the Company's shareholders approved an amendment to the
Company's certificate of incorporation to change the Company's name to "Henry
Bros. Electronics, Inc." This amendment to the Company's certificate of
incorporation was filed with the Secretary of State of the State of Delaware on
August 3, 2005. A copy of the Certificate of Amendment is attached hereto as
Exhibit 3.2, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
3.1 Amended and Restated By-Laws of Henry Bros. Electronics, Inc.
3.2 Certificate of Amendment of the Certificate of Incorporation of
Diversified Security Solutions, Inc
99.1 Press Release dated August 4, 2005, announcing the Company's financial
results for the quarter ended June 30, 2005.
The information contained in this Current Report on Form 8-K, including the
exhibit attached hereto, is being furnished and shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities and Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that Section.
Furthermore, the information contained in this Current Report on Form 8-K shall
not be deemed to be incorporated by reference into any registration statement or
other document filed pursuant to the Securities Act of 1933, as amended.
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.
Henry Bros. Electronics, Inc.
(Registrant)
Date: August 8, 2005 By: /s/ Philip A. Timpanaro
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Philip A. Timpanaro
Chief Financial Officer
EXHIBIT INDEX
3.1 Amended and Restated By-Laws of Henry Bros. Electronics, Inc.
3.2 Certificate of Amendment of the Certificate of Incorporation of Diversified
Security Solutions, Inc.
99.1 Press Release dated August 4, 2005