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SECURITIES AND EXCHANGE COMMISSION
UNITED STATES
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) July 25, 2005
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HENNESSY ADVISORS, INC.
(Exact name of registrant as specified in its charter)
California 000-49872 68-0176227
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(State or other jurisdiction Commission (IRS Employer
of incorporation) File Number) Identification No.)
750 Grant Avenue, Suite 100 94945
Novato, California -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (415) 899-1555
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Not Applicable
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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:
[ ] 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))
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Item 1.01 Entry into a Material Definitive Agreement.
(a)
On July 25, 2005, Hennessy's board of directors approved new
investment advisory agreements covering each mutual fund that is currently
managed by Hennessy. These agreements were approved in anticipation of Hennessy
filing a Form S-1 registration statement with the Securities and Exchange
Commission relating to a proposed underwritten public offering. In connection
with that offering, Hennessy will likely be deemed to have experienced a change
in control, which will automatically terminate its current investment advisory
agreements covering each fund that it currently manages. Therefore, Hennessy is
required to enter into new investment advisory agreements covering the funds to
continue managing the funds. The terms of the proposed new investment advisory
agreements are identical to the current agreements, except for the dates of
execution and termination, and thus are not being filed as exhibits to this
Current Report on Form 8-K. Each new investment advisory agreement, which is
subject to completion of the offering, will not take effect unless approved by
the shareholders of the applicable mutual funds.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
(a)
On July 25, 2005, Hennessy's board of directors adopted
amended and restated bylaws for the purpose of deleting former Section 3.A,
which provided that if Hennessy became a "listed corporation," as defined in
Section 301.5 of California's General Corporation Law, Hennessy's board of
directors would be classified into three classes.
On July 26, 2005, Hennessy filed a Form S-1 registration
statement with the Securities and Exchange Commission relating to a proposed
underwritten public offering and in connection therewith intends to apply to
list its common stock on The Nasdaq National Market. Without the bylaw
amendment, such listing would have caused Hennessy to have a classified board of
directors. The board believes that a non-classified board is more
shareholder-friendly and therefore voted to amend the bylaws to delete the
classified board provision.
The amendments also make several immaterial changes to conform
two bylaws provisions with language in the California General Corporation Law.
A copy of the Second Amended and Restated Bylaws adopted by
the board is attached as Exhibit 3.2.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
3.2 Second Amended and Restated Bylaws as last amended July 25, 2005
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Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
HENNESSY ADVISORS, INC.
(registrant)
July 29, 2005 By: /s/ Neil J. Hennessy
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Neil J. Hennessy
President
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