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): September 6, 2005
All American Semiconductor, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-16207 59-2814714
(Commission File Number) (I.R.S. Employer
Identification No.)
16115 Northwest 52nd Avenue, Miami, Florida 33014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 621-8282
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))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b) On September 6, 2005 Rick Gordon, an executive officer of All American
Semiconductor, Inc. (the "Company"), voluntarily resigned as a member of
the Company's Board of Directors in order to enable the Board of
Directors to consist of a majority of independent directors, as required
by Rule 4350(c) of The Nasdaq Stock Market within the time frame
permitted by Rule 4350(a)(5) of The Nasdaq Stock Market. The Company's
Board of Directors now consists of four independent directors and three
management directors. Mr. Gordon will continue to be employed as an
executive officer of the Company.
SIGNATURES
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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.
ALL AMERICAN SEMICONDUCTOR, INC.
Date: September 8, 2005 By: /s/ HOWARD L. FLANDERS
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Howard L. Flanders
Executive Vice President and
Chief Financial Officer