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): June 3, 2005
Advanced Photonix, Inc
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-11056 33-0325836
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1240 Avenida Acaso, Camarillo, California 93012
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (805) 987-0146
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.
Effective Friday, June 3, 2005, the Board of Directors of Advanced Photonix, Inc
("API") approved the amended and restated By-Laws (the "Amendment") of API
pursuant to which the number directors was increased to between five and eleven
directors from between three to seven in order to maintain the majority of
independence of the board of directors of API. In addition, the Amendment
amended Article II Section 1 of the By-Laws of API by (i) removing the
requirement that at least one director must be a citizen of the United States
and (ii) removing the sentence that read "Until otherwise determined by the
Board of Directors, the exact number of directors shall be fixed at four."
A full text of the By-Laws is filed as an exhibit to this Current Report, and is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit
Number Exhibit
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3(ii) By-Laws (As amended on June 3, 2005).
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 thereunto duly authorized.
ADVANCED PHOTONIX, INC.
By: /s/ Richard Kurtz
______________________________________
Richard Kurtz, Chief Executive Officer
Dated: June 8, 2005
Exhibit Index
Exhibit No. Exhibit Description
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3(ii) By-Laws (As amended on June 3, 2005)