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
Date of Report (Date of earliest event reported):
November 7, 2006 (November 2, 2006)
CONCORD CAMERA CORP.
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(Exact name of registrant as specified in its charter)
New Jersey 13-3152196
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
0-17038
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(Commission File Number)
4000 Hollywood Boulevard, North Tower, Hollywood, Florida 33021
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 331-4200
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 CHARTER AND BYLAWS; CHANGE IN FISCAL YEAR.
On November 2, 2006, Concord Camera Corp. (the "Company") filed with the State
of New Jersey a Certificate of Amendment to the Company's Certificate of
Incorporation (the "Certificate of Amendment") to effect a one-for-five reverse
split (the "Reverse Stock Split") of the Company's common stock, no par value
(the "Common Stock"). The Certificate of Amendment was approved by the Company's
Board of Directors without action by the shareholders of the Company and will
become effective at 12:01 a.m., New York time, on November 21, 2006.
In the Reverse Stock Split, (i) each issued five (5) shares (including treasury
shares and shares held in trust) will be combined into and become one (1) share
of Common Stock; (ii) fractional shares will be issued to reflect fractional
interests that may result from the Reverse Stock Split; and (iii) the number of
authorized shares of Common Stock will be reduced from one hundred million
(100,000,000) shares to twenty million (20,000,000) shares. The Company's one
million (1,000,000) shares of preferred stock, no par value, will not be
affected by the Reverse Stock Split.
The foregoing description of the Reverse Stock Split and Certificate of
Amendment is not complete and is qualified in its entirety by reference to the
full text of the Certificate of Amendment and the Certificate of Correction
related thereto, copies of which are attached hereto as Exhibits 3.1 and 3.2,
respectively, and incorporated herein by reference.
ITEM 8.01. OTHER EVENTS.
On November 6, 2006, the Company issued a press release, a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing
the one-for-five reverse split of its common stock described in Item 5.03 above
and in Exhibit 3.1 attached hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit Description
No. of Exhibit
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3.1 Certificate of Amendment (No. 7) of Certificate of Incorporation of
Concord Camera Corp. dated November 2, 2006
3.2 Certificate of Correction of Certificate of Amendment (No. 7) to
Certificate of Incorporation of Concord Camera Corp. dated November 3,
2006
99.1 Press Release dated November 6, 2006
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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.
CONCORD CAMERA CORP.
Date: November 7, 2006 By: /s/ Scott L. Lampert
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Scott L. Lampert, Vice President,
General Counsel and Secretary
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