8-K 1 sec8k052407.txt SEC FORM 8-K MAY 24, 2007 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: May 24, 2007 Dorman Products, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Pennsylvania 000-18914 23-2078856 ------------ --------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3400 East Walnut Street, Colmar, Pennsylvania 18915 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 215-997-1800 ---------------------------- ------------------------------------------------------------------------------- (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): |_| 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. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 23, 2007, the Board of Directors of Dorman Products, Inc. (the "Company") approved an amendment to the Company's Articles of Incorporation to allow for the issuance of uncertificated shares. By permitting the issuance of uncertificated shares, the Company becomes eligible to participate in the Direct Registration System currently administered by the The Depository Trust Company. Through the use of uncertificated shares on the Direct Registration System, investors may electronically transfer securities to broker-dealers in order to effect transactions without the risks and delays associated with transferring physical certificates. Shares represented by issued and outstanding certificates will continue to be represented thereby until the certificate is surrendered to the Company. Item 8.01. Other Events Also on May 23, 2007, the Company's shareholders held their annual meeting during which the shareholders elected Richard N. Berman, Steven L. Berman, George L. Bernstein, John F. Creamer, Jr., Paul R. Lederer and Edgar W. Levin to the Company's Board of Directors each for a one-year term. Item 9.01. Financial Statements and Exhibits Exhibit Number Description 3.1 Articles of Incorporation, as amended SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Dorman Products, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dorman Products, Inc. Dated: May 24, 2007 By: /s/ Mathias J. Barton ------------------------------------- Mathias J. Barton Chief Financial Officer and Principal Accounting Officer EXHIBIT INDEX Exhibit Number Description 3.1 Articles of Incorporation, as amended