8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):           February 4, 2013

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-50587	13-4005439
(Commission File Number)	(IRS Employer Identification No.)
100 South Bedford Road, Suite 2R, Mount Kisco, NY	10549
(Address of Principal Executive Offices)	(Zip Code)

(914) 242-5700

(Registrant’s Telephone Number, Including Area Code)

(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):

 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 40.13e-4(c))

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

Effective as of 5pm on February 4, 2013, National Patent Development Corporation’s (the “Company”) Certificate of Incorporation was amended through a short form merger to change the name of the Company to Wright Investors’ Service Holdings, Inc.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

The following exhibits are filed as part of this Report on Form 8-K:

3(iii)          Certificate of Ownership and Merger merging Wright Investors’ Service Holdings, Inc. (a Delaware Corporation) into National Patent Development Corporation (a Delaware Corporation) pursuant to Section 253 of the General Corporation Law of the State of Delaware.

99.1      Press Release, dated February 4, 2013

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.

	WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.
Date:  February 8, 2013	By:	/s/ IRA J. SOBOTKO
		Name:	Ira J. Sobotko
		Title:	Vice President & Chief Financial Officer

EX-3.(III)

Exhibit 3(iii)

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

(a Delaware corporation)

INTO

NATIONAL PATENT DEVELOPMENT CORPORATION

(a Delaware corporation)

Pursuant to Section 253 of the General Corporation

Law of the State of Delaware

National Patent Development Corporation, a Delaware corporation (the “Corporation”), does hereby certify as follows:

FIRST:  The Corporation is incorporated under the General Corporation Law of the State of Delaware (the “DGCL”).

SECOND:  The Corporation owns all of the issued and outstanding shares of each class of capital stock of Wright Investors’ Service Holdings, Inc., a Delaware corporation (the “Subsidiary”).

THIRD:  On February 1, 2013, the Board of Directors of the Corporation duly adopted by unanimous written consent the resolutions attached hereto as Exhibit A to merge the Subsidiary with and into the Corporation pursuant to Section 253 of the DGCL (the “Merger”).

FOURTH:  The Corporation shall be the surviving corporation of the Merger.

FIFTH:  The amended and restated certificate of incorporation of the Corporation as in effect immediately prior to the effective time of the Merger shall be the certificate of incorporation of the surviving corporation, except that, pursuant to Section 253(b) of the DGCL, Article FIRST thereof shall be amended to read in its entirety as follows: “FIRST.  The name of the Corporation is Wright Investors’ Service Holdings, Inc.”

SIXTH:  This Certificate of Ownership and Merger and the Merger shall become effective at 5:00 p.m. Eastern Standard Time on February 4, 2013.

[Signature Page Follows]

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed on this 1st day of February  2013.

NATIONAL PATENT DEVELOPMENT CORPORATION
By: /s/ IRA J. SOBOTKO
Name:	Ira J. Sobotko
Title:	Vice President, Chief Financial Officer

EXHIBIT A

UNANIMOUS WRITTEN CONSENT OF

THE BOARD OF DIRECTORS OF

NATIONAL PATENT DEVELOPMENT CORPORATION

February 1, 2013

The undersigned, being all of the members of the Board of Directors (the “Board”) of National Patent Development Corporation, a Delaware corporation (the “Corporation”), hereby adopt, consent and approve the following resolutions, and each and every action effected thereby, by written consent in lieu of a meeting, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the “DGCL”).

WHEREAS, the Corporation desires to change its name to Wright Investors’ Service Holdings, Inc. (the “Name Change”) pursuant to Section 253(b) of the DGCL; and

WHEREAS, in order to effect the Name Change, the Corporation has caused to be incorporated under the DGCL a corporation named Wright Investors’ Service Holdings, Inc. (the “Subsidiary”); and

WHEREAS, the Corporation desires to subscribe to all 1,000 of the authorized shares of capital stock of the Subsidiary (the “Subscription”) and, following the effectiveness of the Subscription, the Corporation will own all of the issued and outstanding shares of each class of capital stock of the Subsidiary; and

WHEREAS, in order to effect the Name Change, the Board of Directors of the Corporation deems it advisable that the Subsidiary be merged with and into the Corporation pursuant to Section 253 of the DGCL following the effectiveness of the Subscription; and

NOW, THEREFORE, BE IT RESOLVED, that the Subscription is hereby authorized and approved in all respects; and be it further

RESOLVED, that following the effectiveness of the Subscription, the Corporation is authorized to effect the Name Change by merging the Subsidiary with and into the Corporation pursuant to Section 253 of the DGCL (the “Merger”); and be it further

RESOLVED, that the Merger shall have no effect on the issued and outstanding shares of common stock, par value $.01 per share, of the Corporation (the “Common Stock”), including any such shares held in treasury, all of which shall remain unchanged and continue to remain issued and outstanding (or, with respect to any shares held in treasury, issued but not outstanding); and be it further

RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then-outstanding share of common stock, par value $0.01 per share, of the Subsidiary shall be cancelled and no consideration shall be issued or paid in respect thereof; and be it further

RESOLVED, that the directors and officers of the Corporation immediately prior to the Merger shall continue to remain the directors and officers of the Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be; and be it further

RESOLVED, that pursuant to Section 253(b) of the DGCL, at the effective time of the Merger, the corporate name of the Corporation shall be changed to Wright Investors’ Service Holdings, Inc.; and be it further

RESOLVED, that the amended and restated certificate of incorporation of the Corporation as in effect immediately prior to the effective time of the Merger shall be the certificate of incorporation of the surviving corporation, except that, pursuant to Section 253(b) of the DGCL, Article FIRST thereof shall be amended to read in its entirety as follows: “FIRST.  The name of the Corporation is Wright Investors’ Service Holdings, Inc.”; and be it further

RESOLVED, that the Bylaws of the Corporation as in effect immediately prior to the effective time of the Merger shall be amended and restated to reflect the Name Change; and be it further

RESOLVED, that the officers of the Corporation are authorized and directed to do all acts and things that may be necessary to carry out and effectuate the purpose and intent of the foregoing resolutions; and be it further

RESOLVED, that at any time prior to the effective date of the Merger, the Merger may be amended, modified, terminated or abandoned by action of the Board of Directors of the Corporation; and be it further

RESOLVED, that the officers of the Corporation be and they hereby are authorized and directed, following the effectiveness of the Subscription, to make, execute and acknowledge, in the name and under the corporate seal of the Corporation, a certificate of ownership and merger for the purpose of consummating the Merger and to file the same in the office of the Secretary of State of the State of Delaware, to designate a new form of stock certificate representing shares of the Corporation’s Common Stock, and to do all other acts and things that may be necessary to carry out and effectuate the purpose and intent of the foregoing resolutions.

 [Signature Page Follows]

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board, have executed this Written Consent as of he date first set forth above.

/s/ PETER M. DONOVAN

Peter M. Donovan

/s/ HARVEY P. EISEN

Harvey P. Eisen

/s/ SCOTT N. GREENBERG

Scott N. Greenberg

/s/ LAWRENCE G. SCHAFRAN

Lawrence G. Schafran

EX-99.1

Exhibit 99.1

National Patent Development Corporation

Changes Name to Wright Investors’ Service Holdings, Inc.

MOUNT KISCO, NY and MILFORD, CT ― February 4, 2013 ― National Patent Development Corporation announced that effective today its name has been changed to Wright Investors’ Service Holdings, Inc. (OTC Bulletin Board: WISH).   Wright Investors’ Service Holdings, Inc. is the parent company of The Winthrop Corporation, whose wholly-owned subsidiary, Wright Investors’ Service, Inc., is an investment management and financial advisory firm with approximately $1.5 billion of assets under management.

Harvey P. Eisen, Chairman and CEO of Wright Investors’ Service Holdings, Inc., commented, “The name change reflects our recent merger with Wright and our commitment to the Wright name.  We look forward to building upon the Wright brand, its 50-year track record and time-tested diversified suite of products as we aim to become a leading asset management organization over time.  Our goals are to continue to grow both internally and through key strategic partners and acquisitions.”

Peter M. Donovan, CFA®, Chairman and CEO of Wright Investors’ Service, Inc., stated, “This name change builds upon the Firm’s 50+ year history of providing clients with sound investment management and a commitment to the highest fiduciary standards.   We look forward to expanding the Wright Investors’ brand as a world class investment management firm.”

Wright Investors’ Service Holdings, Inc., a Delaware corporation headquartered in Mount Kisco, New York, through its wholly-owned subsidiary, the Winthrop Corporation, a Connecticut corporation headquartered in Milford, Connecticut, offers investment management services, financial advisory services and investment research to large and small investors, both taxable and tax-exempt.  For more than 50 years, the Wright companies have assisted institutions, plan sponsors, labor unions, bank trust departments, trust companies and individual investors in achieving their financial objectives.  Wright’s management approach is to invest assets prudently by balancing risk and return.  At the center of Wright’s investment process is the Wright Investment Committee.  The Committee consists of a select group of senior investment professionals who are supported by an experienced staff.  Founded as a research organization in 1960, Wright develops and publishes investment research reports on over 35,000 companies worldwide along with its established investment commentaries on the economy and investment markets.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 that involve significant risks and uncertainties.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements, and include, but are not limited to, the risk that the expected benefits of the merger with the Winthrop Corporation on December 19, 2012 may not be achieved and may therefore make an investment in Wright Investors’ Service Holdings, Inc.’s securities less attractive to investors.   Investors and security holders are cautioned not to place undue reliance on these forward-looking statements.  Forward-looking information may be identified by such forward-looking terminology as “anticipate,” “believe,” “may,” “will,” and similar terms or variations of such terms. Additional information on these and other risks, uncertainties and factors is included in Wright Investors’ Service Holdings, Inc.’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed by Wright Investors’ Service Holdings, Inc. with the SEC.  If these or other significant risks and uncertainties occur, or if our estimates or underlying assumptions prove inaccurate,  our actual results could differ materially. You are urged to consider all such risks and uncertainties.  In light of the uncertainty inherent in such forward-looking statements, you should not consider their inclusion to be a representation that such forward-looking matters will be achieved.  Wright Investors’ Service Holdings, Inc. assumes no obligation to, and neither plans to, update any such forward-looking statements, other than as required by law.

Contact:

Wright Investors’ Service Holdings, Inc.

Harvey P. Eisen

Chairman and Chief Executive Officer

914-242-5700

The Winthrop Corporation and Wright Investors’ Service, Inc.

Peter M. Donovan, CFA®

Chairman and Chief Executive Officer

203-783-4400