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): December 11, 2007
THE GOLDFIELD CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-7525 88-0031580
(Commission File Number) (I.R.S. Employer Identification No.)
1684 W. Hibiscus Boulevard, Melbourne, Florida 32901
(Address of Principal Executive Offices) (Zip Code)
(321) 724-1700
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(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:
[ ] 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))
Table of Contents
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year Signature
Exhibit Index
Exhibit 3-1 - Amended and Restated By-Laws of The Goldfield Corporation,
effective December 11, 2007
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(e) On December 11, 2007, the Board of Directors of The Goldfield Corporation
("Goldfield" or the "Company") approved the action of the Compensation Committee
of the Board of Directors with regard to the compensation of Stephen R. Wherry,
Senior Vice President, Treasurer and Chief Financial Officer of Goldfield, a
named executive officer of the Company. Effective January 1, 2008, Mr. Wherry's
base salary will be increased from $197,500 by an amount equal to the percentage
increase over the preceding twelve months in the Consumer Price Index for all
urban consumers, once announced in January, 2008.
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 11, 2007, pursuant to the authority provided by the
Company's certificate of incorporation, the Company's Board of Directors adopted
certain amendments to the Company's by-laws (as amended and restated, the
"Restated By-Laws"). The Restated By-Laws, which are effective immediately,
revise Article VI thereof to expressly provide for the issuance and transfer of
uncertificated shares. This revision was made in order to satisfy the new
requirements of American Stock Exchange Rule 778 and Section 135 of the American
Stock Exchange Company Guide, which require listed securities to be direct
registration system ("DRS") eligible by January 1, 2008. DRS permits an
investor's ownership to be recorded and maintained on the issuer's (or its
transfer agent's) books and records without the issuance of a physical stock
certificate. Previously, the Company's by-laws required that all shares of the
Company be certificated.
The above summary of the revisions to the Company's by-laws is
qualified in its entirety by reference to the Restated By-Laws, a copy of which
is filed as Exhibit 3-1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 9.01 - Financial Statements and Exhibits.
(c)Exhibits.
Number Description
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Exhibit 3-1 Amended and Restated By-Laws of The Goldfield Corporation,
effective December 11, 2007
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 hereunto duly authorized.
THE GOLDFIELD CORPORATION
By: /s/ Stephen R. Wherry
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Name: Stephen R. Wherry
Title: Senior Vice President, Chief Financial
Officer (Principal Financial Officer),
Treasurer, Assistant Secretary and Principal
Accounting Officer
Dated: December 17, 2007
Exhibit Index
Number Description
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Exhibit 3-1 Amended and Restated By-Laws of The Goldfield Corporation,
effective December 11, 2007