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 (Date of earliest event reported) April 29, 2008
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ENGLOBAL CORPORATION
(Exact name of registrant as specified in its chapter)
Nevada 001-14217 88-0322261
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
654 N. Sam Houston Parkway E., Suite 400, Houston, Texas 77060-5914
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 281-878-1000
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(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
The Board of Directors of ENGlobal Corporation (the "Company"), upon the
recommendation of the nominating and governance committee of the Board (the
"Committee"), voted to amend Sections 2.09 and 2.14 of the Company's Amended and
Restated Bylaws (the "Bylaws"), effective as of April 29, 2008. A description of
the changes to the Bylaws is provided below. The description is qualified in its
entirety by reference to the Amendment to the Company's Bylaws, filed as an
exhibit to this report and incorporated into this Item 5.03 by reference.
Section 2.09 was amended to clarify the means by which a stockholder may
authorize another person or persons to act for the stockholder by proxy. Section
2.14 was amended to change the majority voting standard for director elections
to a plurality voting standard.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Number Exhibit
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3.2 Amendment to Amended and Restated Bylaws of the Company.
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.
ENGlobal Corporation
Date: May 5, 2008 /s/ Natalie S. Hairston
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Natalie S. Hairston, Vice President -
Investor Relations, Chief Governance
Officer and Corporate Secretary