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EX-99.2 BYLAWS - AMENDED BYLAWS - ROFIN SINAR TECHNOLOGIES INCbylawsamendment.txt

                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 AND EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported):  November 3, 2011

                        ROFIN-SINAR TECHNOLOGIES INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)



           Delaware               000-21377              38-3306461
-----------------------------    ----------------       --------------------
(State of other jurisdiction     (Commission File       (I.R.S. Employer
 of incorporation)                 Number)              Identification No.)


         40984 Concept Drive, Plymouth, MI                 48170
      ----------------------------------------         ------------
      (Address of principal executive offices)          (Zip Code)


                              (734) 455-5400
        -----------------------------------------------------------
          (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 (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 (a) Amendment to the By-Laws On November 3, 2011, at a duly convened meeting of the Board of Directors, the Board of Directors approved an amendment to Article III, Section 2 of the Registrant's Bylaws to exempt Ralph Reins, an existing Class I director, from the restriction contained therein against directors standing for re-election after reaching age 70. As a result of such action by the Board of Directors, the last sentence of Article III, Section 2 of the Registrant's Bylaws has been amended and restated as follows: "Other than William Hoover and Ralph Reins, directors may not stand for re-election after reaching age 70." 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. Rofin-Sinar Technologies Inc. --------------------------------- (Registrant) Date: November 9, 2011 /s/ Gunther Braun --------------------------------- Gunther Braun Chief Executive Officer and President
Exhibit Index Exhibit Number Description --------------- ------------- 99.1 Amendment to Article III, Section 2 of the By-Laws of Rofin-Sinar Technologies Inc.