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
June 13, 2006
Date of Report (Date of earliest event reported)
COLONIAL COMMERCIAL CORP.
(Exact name of Registrant as Specified in Charter)
NEW YORK 1-6663 11-2037182
(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
275 WAGARAW ROAD, HAWTHORNE,
NEW JERSEY 07506
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 973-427-8224
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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR
On June 13, 2006, the Board of Directors ratified and adopted the Amended
and Restated Bylaws of the Corporation, effective as of June 13, 2006 ("New
Bylaws").
The following is a summary of certain sections of the Bylaws effective up
to June 13, 2006 ("Original Bylaws") that have been amended and restated by the
New Bylaws:
1. Section 2.01 of the Original Bylaws provided that annual meetings were to
be held in May. The New Bylaws provide that the dates of annual meetings of
shareholders are to be fixed by the Board of Directors and that the
shareholders are to be provided with at least ten days prior written notice
of annual meetings.
2. Section 2.02 of the Original Bylaws provided that the President may call
special meetings of the shareholders. The New Bylaws provide, in part, that
the Chairman or the Chief Executive Officer may call special meetings of
the shareholders.
3. Section 2.03 relating to a quorum of shareholders was amended to provide
that a majority of the shares entitled to vote shall constitute a quorum at
a meeting of shareholders.
4. A new Section 2.05 of the New Bylaws clarifies that directors are elected
by plurality vote of the shareholders.
5. There are currently less than 600,000 shares of Convertible Preferred Stock
outstanding. The Company's Restated Certificate of Incorporation, as
amended, provides that the Board of Directors is to consist of one class of
directors if there are less than 600,000 shares Convertible Preferred Stock
outstanding. Accordingly, Section 3.01 of the Original Bylaws relating to
different classes of directors has been deleted. Sections 3.02, 3.05,
3.06(ii), 3.09 and 7.01 have been amended to reflect that the Board
currently consists of one class of directors.
6. Section 3.02 of the Original Bylaws has been amended to provide that the
initial number of directors shall be seven.
7. Section 3.03 of the Original Bylaws provided that each director shall hold
office for the term set forth in the Certificate of Incorporation. Section
3.02 of the New Bylaws provides that each Director shall hold office until
the next annual meeting of shareholders or until his successor is elected
and has qualified.
8. Section 3.04 of the Original Bylaws provided that any Director may resign
at any time by giving written notice to the Board of Directors, the
President or the Secretary of the Corporation. Section 3.03 of the New
Bylaws provides that any Director may resign at any time by giving written
notice to the Board of Directors, the Chairman or the Secretary of the
Corporation.
9. Section 3.04 of the New Bylaws relating to removal of directors has been
added to provide that except as expressly provided otherwise by law, any or
all of the directors may be removed at any time as provided in the Restated
Certificate of Incorporation, as amended from time to time.
10. Section 3.08 of the Original Bylaws has been amended, primarily to reduce
the requisite prior notice for special meetings of directors to 24 hours
from 48 hours.
11. Section 3.09 of the Original Bylaws has been amended to remove references
to different classes of directors and to simplify and clarify the process
by which the Board may establish committees and designate members of
committees.
12. Section 4.01 of the New Bylaws adds the Chief Executive Officer as one of
the executive officers of the Corporation.
13. Section 4.02 of the New Bylaws provides, in part, that the Chairman of the
Board of Directors shall preside at all meetings of the shareholders.
Section 4.03 of the Original Bylaws had provided that the President shall
preside at all meetings of the shareholders.
14. Section 4.03 of the Original Bylaws has been amended to provide that "The
President shall have all powers customarily appertaining to his office, and
shall perform such other duties as the Board of Directors may from time to
time prescribe."
15. Section 7.01 of the Original Bylaws has been amended to reflect that there
is currently only one class of directors.
This summary of certain sections of the New Bylaws is qualified in its entirety
by the form of New Bylaws filed as an exhibit.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description
3.01 Amended and Restated Bylaws ratified and
adopted June 13, 2006, filed herewith.
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.
COLONIAL COMMERCIAL CORP.
-------------------------
(Registrant)
/s/ William Salek
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William Salek
Date: June 19, 2006 Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
3.01 Amended and Restated Bylaws ratified and
adopted June 13, 2006, filed herewith.