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):
May 10, 2011
Forward Industries, Inc.
(Exact Name of Registrant as Specified in Its
Charter)
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New York
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000-6669
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13-1950672
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3110
Main St., Suite 400
Santa Monica, CA
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90405
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(310)
526-3005
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(Former name or former address if changed since 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 follow
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 Operations and Financial Condition.
On Wednesday, May 11, 2011, Forward Industries, Inc. (the Company) issued a
press release, dated May 11, 2011, announcing its results of operations for the
three and six months ended March 31, 2011, a copy of which release is attached
hereto as Exhibit 99.1.
More complete information relating to the Companys results of operations and
financial condition for such periods is contained in the Companys Quarterly
Report on Form 10-Q, filed with the Securities and Exchange Commission on May
11, 2011.
The foregoing description is qualified in its entirety by reference to the above-referenced
press release, which is incorporated herein by reference, and the
above-referenced Form 10-Q.
The information in Item 2.02 of this Current Report on Form 8-K, including
Exhibit 99.1 hereto, shall not be deemed to be filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or
otherwise subject to the liabilities thereof, nor shall it be deemed to be
incorporated by reference into future filings by the Company under the Exchange
Act or under the Securities Act of 1933, as amended, except to the extent
specifically provided in any such filing.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
(d)
Election of New Director
.
On May 10, 2011, Ms. Ciara Burnham was elected to the Company's Board of
Directors by unanimous vote of the Board pursuant to nomination made by the Boards
Nominating and Governance Committee, the term of office to run until the next
annual meeting of shareholders. It is anticipated that the Board of
Directors will in the near future appoint Ms. Burnham as a member of one or
more of the Audit, Compensation, and Nominating and Governance Committees of
the Board in view of her status as an independent director.
There was no arrangement or
understanding between Ms. Burnham and any other persons pursuant to which Ms.
Burnham was selected as director other than the proposal and approval of her
candidacy by the Nominating and Governance Committee in the discharge of its
Charter mandate. There are no transactions reportable pursuant to Item 404(a)
of Regulation S-K in connection with Ms. Burnhams election as director. It is
anticipated that Ms. Burnham will participate in the Companys programs for director
compensation on the same basis as the other members of the Board, as described
in the Companys most recent proxy statement.
In connection with this action
and as permitted by Section 303 of the Third Amended and Restated By-Laws of the Company
(which prescribes the number of directors at not fewer than three nor more than
seven, as fixed from time to time by Board resolution), the
Board approved the increase in the size of the Board of Directors from six to
seven members.
Item
9.01. Financial Statements and Exhibits.
Forward Looking Statements
This
Current Report on Form 8-K contains forward-looking statements (within the
meaning of the Private Securities Litigation Reform Act of 1995) that are
subject to risks and uncertainties. Actual results may differ substantially
from those expressed or implied in any such forward-looking statements due to a
number of factors, including without limitation those referred to in the
above-referenced Quarterly Report on Form 10-Q and the Companys Annual Report
on Form 10-K for the fiscal year ended September 30, 2010. Readers are cautioned
that all forward-looking statements are based on managements present
expectations, estimates and projections. Please refer to the Companys report
on Form 10-K for the year ended September 30, 2010 and subsequent reports on
Forms 10-Q and 8-K as filed with the Securities and Exchange Commission for
additional information. The Company is under no obligation (and expressly
disclaims any obligation) to update or alter its forward-looking statements,
whether as a result of new information, future events or otherwise.
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.
Dated:
May 16, 2011
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By:
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/s/
Brett M. Johnson
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Name:
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Brett
M. Johnson
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Title:
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President
(Principal Executive Officer)
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EXHIBIT
INDEX
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99.1
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Press
Release Relating to Results of Operations for Three and Six Months Ended
March 31, 2011.
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