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<title>Forward Industries, Inc. Form 8-K</title>


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name=Verdatum></a><b>&nbsp;</b></p>

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<p style='margin-right:0in;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin:0in;margin-bottom:.0001pt;text-align:center'><b>UNITED
STATES<br>
SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C. 20549</b></p>

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margin-left:0in;text-align:center'><b><br>
FORM 8-K<br>
<br>
</b><b>CURRENT REPORT<br>
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</b></p>

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Date of Report: June 9, 2010<br>
(Date of earliest event reported)</p>

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<b>FORWARD INDUSTRIES, INC.<br>
</b>(Exact name of registrant as specified in the charter)</p>

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  <p style='margin:0 0in; font-size:12.0pt;font-family:"Times New Roman";text-align:center'><b>000-6669</b></p>
  </td>
  <td width="33%" valign=top style='padding:0in; '>
  <p style='margin:0 0in; font-size:12.0pt;font-family:"Times New Roman";text-align:center'><b>13-1950672</b></p>
  </td>
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  <p style='margin:0 0in; font-size:12.0pt;font-family:"Times New Roman";text-align:center'>(State or other jurisdiction of
  incorporation)</p>
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  <td width="34%" valign=top style='padding:0in; '>
  <p style='margin:0 0in; font-size:12.0pt;font-family:"Times New Roman";text-align:center'>(Commission File Number)</p>
  </td>
  <td width="33%" valign=top style='padding:0in; '>
  <p style='margin:0 0in; font-size:12.0pt;font-family:"Times New Roman";text-align:center'>(IRS Employer I.D. No.)</p>
  </td>
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margin-left:0in;margin-bottom:.0001pt;text-align:center'><b>1801 Green Road,
Suite E</b></p>

<p style='margin-right:0in;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin-top:0in;margin-right:0in;margin-bottom:2.0pt;
margin-left:0in;text-align:center'><b>Pompano Beach, FL 33064<br>
</b>(Address of Principal Executive Offices)</p>

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margin-left:0in;margin-bottom:.0001pt;text-align:center'><b>(954) 419-9544</b></p>

<p style='margin-right:0in;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin:0in;margin-bottom:.0001pt;text-align:center'>(Registrant's
telephone number including area code)</p>

<p style='margin-right:0in;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin-top:6.0pt;text-align:center'><b>Not Applicable</b><br>
(Former name or former address, if changed since last report)</p>

<p style='margin-right:0in;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'>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:</p>

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  <p style='margin-right:0in;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'>Written communications pursuant to Rule 425 under the Securities Act (17
  CFR 230.425)</p>
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  <p style='margin-right:0in;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'>Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
  240.14a-12)</p>
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  <p style='margin-right:0in;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'>Pre-commencement communications pursuant to Rule 14d-2(b) under the
  Exchange Act (17 CFR 240.14d-22(b)</p>
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  <p style='margin-right:0in;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'>Pre-commencement communications pursuant to Rule 13e-4(c) under the
  Exchange Act (17 CFR 240.23e-4(c)</p>
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<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";margin-bottom:12.0pt;text-align:justify'><b>Item
1.01.&nbsp; Entry into a Material Definitive Agreement.</b></p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>On June 9, 2010,
the Board of Directors (the &#147;<u>Board</u>&#148;) of Forward Industries, Inc., a New
York corporation (the &#147;<u>Company</u>&#148;), approved
a Shareholder Protection Rights Agreement, dated as of June 9, 2010 (the &#147;<u>Rights
Agreement</u>&#148;), by and between the Company and American Stock Transfer &amp;
Trust Company LLC, as Rights Agent (the &#147;<u>Rights Agent</u>&#148;), declared a dividend payable of one
right (a &#147;<u>Right</u>&#148;) for each outstanding share of common stock, par value
$0.01 per share (&#147;<u>Common Stock</u>&#148;), of the Company held of record at the
close of business on June 21, 2010 (the &#147;<u>Record Time</u>&#148;) and authorized
the issuance of one Right for each share of Common Stock issued thereafter and
prior to the Separation Time (as hereinafter defined) and issued after the Separation
Time pursuant to options and convertible securities outstanding at the
Separation Time.&nbsp; Each Right entitles
its registered holder to purchase from the Company, after the Separation Time,
one share of Common Stock for $4.00 (the &#147;<u>Exercise Price</u>&#148;), subject to
adjustment.</p>

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be evidenced by the Common Stock certificates until the close of business on
the earlier of the following (the earlier of which, the &#147;<u>Separation Time</u>&#148;):&nbsp;
The tenth Business Day (as defined in the Rights Agreement) (or such later date
as the Board may determine prior to the Separation Time that would otherwise
have occurred) after the date on which any Person (as defined in the Rights
Agreement) commences a tender or exchange offer which, if consummated, would
result in such Person&#146;s becoming an &#147;Acquiring Person&#148; (as defined below); and
the tenth Business Day after the first date (the &#147;<u>Flip-in Date</u>&#148;) of the
Stock Acquisition Date (as defined below) (or such earlier or later date as the
Board may from time to time fix by resolution adopted prior to the Flip-in Date
that would otherwise have occurred, unless a &#147;Board Change of Control&#148; (as
defined below) has occurred, in which case, the date may not be changed by the
Board); provided that if the foregoing results in the Separation Time being
prior to the Record Time, the Separation Time shall be the Record Time; and
provided further, that if a tender or exchange offer referred to below is
cancelled, terminated or otherwise withdrawn prior to the Separation Time
without the purchase of any shares of stock pursuant thereto, such offer shall
be deemed never to have been made.</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>The &#147;<u>Stock
Acquisition Date</u>&#148; means the later of the first date of public announcement
(by any means, including, without limitation, a report filed pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended) by the
Company or an Acquiring Person of facts indicating that an Acquiring Person has
become such, or, if such public announcement has been made prior to the date of
the Rights Agreement, the date of the Rights Agreement.</p>
<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>An &#147;<u>Acquiring
Person</u>&#148; is any Person having Beneficial Ownership (as defined in the Rights
Agreement) of 28% or more of the outstanding shares of Common Stock, other
than:&nbsp; the Company, any wholly-owned subsidiary of the Company or any employee
stock ownership or other employee benefit plan of the Company; any Person who
is the Beneficial Owner of 28% or more of the outstanding Common Stock as of
the date of the Rights Agreement or who shall become the Beneficial Owner of
28% or more of the outstanding Common Stock solely as a result of an
acquisition of Common Stock by the Company, until such time as such Person
shall become the Beneficial Owner (other than through a dividend or stock split)
of any additional shares of Common Stock; any Person who becomes the Beneficial
Owner of 28% or more of the outstanding Common Stock without any plan or intent
to seek or affect control of the Company, if such Person promptly enters into
an irrevocable commitment promptly to divest, and thereafter promptly divests,
sufficient securities such that such 28% or greater Beneficial Ownership
ceases; any Person who becomes a Beneficial Owner as a result of a Qualified
Offer (as defined below); or any Person who Beneficially Owns shares of Common
Stock consisting solely of (A) shares acquired pursuant to the grant or
exercise of an option granted by the Company in connection with an agreement to
merge with, or acquire, the Company entered into prior to a Flip-in Date, (B)
shares owned by such Person and its Affiliates and Associates at the time of
such grant, (C) shares, amounting to less than 1% of the outstanding Common
Stock, acquired by Affiliates and Associates of such Person after the time of
such grant and (D) shares which are held by such Person in trust accounts,
managed accounts and the like or otherwise held in a fiduciary capacity, that
are beneficially owned by third Persons who are not Affiliates or Associates of
such Person or acting together with such Person to hold such shares, or which
are held by such Person in respect of a debt previously contracted.</p>
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<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>A &#147;<u>Qualified
Offer</u>&#148; means an all-cash tender offer for all outstanding shares of Common
Stock that meets all of the following requirements:&nbsp; (i) on or prior to the
date such offer is commenced within the meaning of Rule 14d-2(a) of the general
rules and regulations under the Exchange Act, the Person making such offer:&nbsp;
(A) has on hand cash or cash equivalents for the full amount necessary to
consummate such offer and has irrevocably committed in writing to the Company
to utilize such cash or cash equivalents for purposes of such offer if
consummated and to set apart and maintain available such cash or cash
equivalents for such purposes until the offer is consummated or withdrawn; or
(B) has all financing in the full amount necessary to consummate such offer and
has:&nbsp; (a) entered into, and provided to the Company certified copies of,
definitive financing agreements (including exhibits and related documents) for
funds for such offer which, when added to the amount of cash and cash
equivalents available, committed in writing, set apart and maintained in the
same manner as described in clause (A) directly above, are in an amount not
less than the full amount necessary to consummate such offer, which agreements
are with one or more responsible financial institutions or other entities
having the necessary financial capacity and ability to provide such funds, and
are subject only to customary terms and conditions (which shall in no event
include conditions requiring access by such financial institutions or other
entities to non-public information to be provided by the Company, conditions
based on the accuracy of any information concerning the Company, or conditions
requiring the Company to make any representations, warranties or covenants in
connection with such financing), and (b) provided to the Company copies of all
written materials prepared by such Person for such financial institutions or
other entities in connection with entering into such financing agreements;
provided that, &#147;the full amount necessary to consummate such offer&#148; in either
clause (A) or (B) directly above shall be an amount sufficient to pay for all
the shares of Common Stock outstanding on a fully diluted basis in cash
pursuant to the offer and all related expenses; (ii) such offer remains open
for at least 60 calendar days; (iii) the price to be paid to holders of Common
Stock pursuant to the offer is greater than or equal to the higher of (a) 120%
of the average Market Price (as defined in the Rights Agreement) during the 90
calendar days preceding the offer and (b) 100% of the highest Market Price
during the 52 weeks preceding such offer; (iv) such offer is supported by a
written opinion, in customary form, of a nationally recognized investment
banking firm retained by the Company that is not being compensated on a
&#147;percentage of the deal&#148; basis, which opinion must (a) be addressed to the
Company and the holders of Common Stock, (b) state that the price to be paid to
holders pursuant to the offer is fair from a financial point of view to such
holders, and (c) include any written presentation of such firm showing the
analysis and range of values underlying such conclusions; such written opinion and
such presentation must be updated and provided to the Company within two
Business Days prior to the date such offer is consummated; and (v) in addition
to each of the requirements set forth above, such offer is not subject to any
condition relating to completion of or satisfaction with any due diligence or
similar investigation, and, subject to the foregoing, otherwise provides for
usual and customary terms and conditions.</p>
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<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>A &#147;<u>Board
Change of Control</u>&#148;, with respect to the Company, means and is deemed to have
occurred as of the date and time at which a majority of the Board shall not be
composed exclusively of: (i) Persons, while such Persons are members of the
Board, who each (A) are not an Acquiring Person, or an Affiliate or Associate
of an Acquiring Person, or a representative or nominee of an Acquiring Person
or of any such Affiliate or Associate, and (B) were a member of the Board prior
to the date of this Agreement; or (ii) Persons who subsequently became members
of the Board, while such Persons are members of the Board, who each are not an
Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or a
representative or nominee of an Acquiring Person or of any such Affiliate or
Associate; provided that each such Person&#146;s nomination for election or election
to the Board is recommended or approved by a majority of the members of the
Board satisfying either subclause (i) directly above or this subclause (ii).</p>

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Agreement provides that, until the Separation Time, the Rights will be transferred
with and only with the Common Stock.&nbsp; Common Stock certificates issued after
the Record Time but prior to the Separation Time shall evidence one Right for
each share of Common Stock represented thereby and shall contain a legend
incorporating by reference the terms of the Rights Agreement (as such may be
amended from time to time).&nbsp; Notwithstanding the absence of the aforementioned
legend, certificates evidencing shares of Common Stock outstanding at the
Record Time shall also evidence one Right for each share of Common Stock
evidenced thereby.</p>

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following the Separation Time, separate certificates evidencing the Rights (&#147;<u>Rights
Certificates</u>&#148;) will be mailed to holders of record of Common Stock at the
Separation Time.</p>
<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>The Rights will
not be exercisable until after the Separation Time.&nbsp; Unless the Rights
Agreement is amended or supplemented, the Rights Plan and the Rights will
expire on the earliest of (i) the Exchange Time (as defined below), (ii) the
date on which the Rights are redeemed as described below, (iii) the close of
business on December 21, 2010 and (iv) upon the consolidation, merger or share
exchange of the Company into or with another corporation pursuant to an
agreement entered into prior to a Flip-in Date (in any such case, the &#147;<u>Expiration
Time</u>&#148;).&nbsp;&nbsp; The Company and the Rights Agent may supplement or amend the
Rights Agreement without the approval of any holders of Rights (i) prior to the
close of business on the Flip-in Date, in any respect and (ii) after the close
of business on the Flip-in Date, to make any changes that the Company may deem
necessary or desirable and which shall not materially adversely affect the
interests of the holders of Rights generally or in order to cure any ambiguity
or to correct or supplement any provision contained herein which may be
inconsistent with any other provisions herein or otherwise defective; provided,
however, that, if there has been a Board Change of Control, such supplement or
amendment shall, in addition to the due authorization of the Board, require the
approval of the Shareholders who are the holders of a majority of the
outstanding shares of Common Stock that are not (i) Beneficially Owned by any
Acquiring Person, or (ii) held by any Acquiring Person, or any Affiliate or
Associate of any Acquiring Person.</p>
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<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>The Exercise
Price and the number of Rights outstanding, or in certain circumstances the
securities purchasable upon exercise of the Rights, are subject to adjustment
from time to time to prevent dilution in the event of a Common Stock dividend
on, or a subdivision or a combination into a smaller number of shares of,
Common Stock, or the issuance or distribution of any securities or assets in
respect of, in lieu of or in exchange for Common Stock.</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>If, prior to the
Expiration Time, a Flip-in Date occurs, the Company shall take such action as
shall be necessary to ensure and provide that each Right (other than Rights
Beneficially Owned (as defined in the Rights Agreement) by the Acquiring Person
or any affiliate or associate thereof, which Rights shall become void) shall
constitute the right to purchase from the Company, upon the exercise thereof in
accordance with the terms of the Rights Agreement, that number of shares of
Common Stock having an aggregate Market Price, on the Stock Acquisition Date,
equal to twice the Exercise Price for an amount in cash equal to the then
current Exercise Price.&nbsp; In addition, the Board (or if there has been a Board
Change of Control, then the Board only with the approval of the Shareholders
who are the holders of a majority of the outstanding shares of Common Stock
that are not (i) Beneficially Owned by any Acquiring Person, or (ii) held by
any Acquiring Person, or any Affiliate or Associate of any Acquiring Person)
may at any time after a Flip-in Date, elect to exchange all (but not less than
all) of the then outstanding Rights (other than Rights Beneficially Owned by
the Acquiring Person or any affiliate or associate thereof, which Rights become
void) for shares of Common Stock at an exchange ratio of one share of Common
Stock per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date of the Separation Time
(the &#147;<u>Exchange Ratio</u>&#148;).&nbsp; Immediately upon such action by the Board (the
&#147;<u>Exchange Time</u>&#148;), the right to exercise the Rights will terminate and
each Right will thereafter represent only the right to receive a number of
shares of Common Stock equal to the Exchange Ratio.</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>Prior to the
Expiration Time, the Company may not enter into any agreement with respect to,
consummate or permit to occur any &#147;Flip-over Transaction or Event&#148; (as defined
below) unless and until it shall have entered into a supplemental agreement
with the Flip-over Entity (as defined below), for the benefit of the holders of
the Rights, providing that, upon consummation or occurrence of the Flip-over
Transaction or Event (i) each Right shall thereafter constitute the right to
purchase from the Flip-over Entity, upon exercise thereof in accordance with
the terms hereof, that number of shares of Flip-over Stock (as defined below)
of the Flip-over Entity having an aggregate Market Price on the date of
consummation or occurrence of such Flip-over Transaction or Event equal to
twice the Exercise Price for an amount in cash equal to the Exercise Price
subject to adjustment and (ii) the Flip-over Entity shall thereafter be liable
for, and shall assume, by virtue of such Flip-over Transaction or Event and
such supplemental agreement, all the obligations and duties of the Company
pursuant to this Agreement. </p>
<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>&nbsp;</p>
<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>&nbsp;</p>

<div style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";text-align:center'>

<hr size=2 width="100%" noshade color=navy align=center>

</div>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<br clear=all
style='page-break-before:always'>


<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>Prior to the
Expiration Time, unless the Rights will be redeemed, the Company shall not
enter into any agreement with respect to, consummate or permit to occur any
Flip-over Transaction or Event if at the time thereof there are any rights,
warrants or securities outstanding or any other arrangements, agreements or
instrument that would eliminate or otherwise diminish in any material respect
the benefits intended to be afforded by this Rights Agreement to the holders of
Rights upon consummation of such transaction.</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>A &#147;<u>Flip-over
Transaction or Event</u>&#148; means a transaction or series of transactions after a
Flip-in Date in which, directly or indirectly, (i) the Company shall
consolidate or merge or participate in a share exchange with any other Person
if, at the time of the consolidation, merger or share exchange or at the time
the Company enters into any agreement with respect to any such consolidation,
merger or share exchange, the Acquiring Person Controls the Board and either
(A) any term of or arrangement concerning the treatment of shares of capital
stock in such consolidation, merger or share exchange relating to the Acquiring
Person is not identical to the terms and arrangements relating to other holders
of the Common Stock or (B) the Person with whom the transaction or series of
transactions occurs is the Acquiring Person or an Affiliate or Associate of the
Acquiring Person or (ii) the Company shall sell or otherwise transfer (or one
or more of its Subsidiaries shall sell or otherwise transfer) assets (A)
aggregating more than 50% of the assets (measured by either book value or fair
market value) or (B) generating more than 50% of the operating income or cash
flow, of the Company and its Subsidiaries (taken as a whole) to any Person (other
than the Company or one or more of its wholly owned Subsidiaries) or to two or
more such Persons which are Affiliates or Associates or otherwise acting in
concert, if, at the time of the entry by the Company (or any such Subsidiary)
into an agreement with respect to such sale or transfer of assets, the
Acquiring Person Controls the Board. An Acquiring Person shall be deemed to
control the Board when, following a Flip-in Date, the persons who were
directors of the Company before the Flip-in Date shall cease to constitute a
majority of the Board.</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>A &#147;<u>Flip-over
Entity</u>&#148; means (i) in the case of a Flip-over Transaction or Event described
in clause (i) of the definition thereof, the Person issuing any securities into
which shares of Common Stock are being converted or exchanged and, if no such
securities are being issued, the other party to such Flip-over Transaction or
Event and (ii) in the case of a Flip-over Transaction or Event referred to in
clause (ii) of the definition thereof, the Person receiving the greatest
portion of the assets or earning power being transferred in such Flip-over
Transaction or Event, provided in all cases if such Person is a subsidiary of a
corporation, the parent corporation shall be the Flip-Over Entity.</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>&#147;<u>Flip-over
Stock</u>&#148; means the capital stock (or similar equity interest) with the
greatest voting power in respect of the election of directors (or other persons
similarly responsible for direction of the business and affairs) of the
Flip-Over Entity.</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>The Board (or if
there has been a Board Change of Control, then the Board only with the approval
of the Shareholders who are the holders of a majority of the outstanding shares
of Common Stock that are not (i) Beneficially Owned by any Acquiring Person, or
(ii) held by any Acquiring Person, or any Affiliate or Associate of any
Acquiring Person) may at any time prior to the close of business on the Flip-in
Date, redeem all (but not less than all) of the then outstanding Rights at a
price of $0.001 per Right (the &#147;<u>Redemption Price</u>&#148;), as provided in the
Rights Agreement.&nbsp; Immediately upon the action of the Board (and the requisite
Shareholders, as the case may be) electing to redeem the Rights, without any
further action and without any notice, the right to exercise the Rights will
terminate and each Right will thereafter represent only the right to receive
the Redemption Price.</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>

<div style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";text-align:center'>

<hr size=2 width="100%" noshade color=navy align=center>

</div>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<br clear=all
style='page-break-before:always'>


<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>The holders of
Rights will, solely by reason of their ownership of Rights, have no rights as
shareholders of the Company, including, without limitation, the right to vote or
to receive dividends.</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>The Rights will
not prevent a takeover of the Company.&nbsp; However, the Rights Plan is designed to
cause dilution to a person or group that acquires 28% or more of the Company&#146;s
Common Stock unless the Rights are first redeemed by the Board pursuant to the
Rights Agreement.&nbsp; Nevertheless, the Rights should not interfere with a
transaction that is in the best interests of the Company and its shareholders
because the Rights can be redeemed on or prior to the close of business on the
Flip-in Date, before the consummation of such transaction.&nbsp; </p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>In addition, the
exception from the definition of &#147;Acquiring Person&#148; of any Person who becomes a
Beneficial Owner as a result of a Qualified Offer means that a fully-financed
cash tender offer for all of the shares of Common Stock will not trigger the
provisions of the Rights Agreement if the price to be paid to all holders of
the Common Stock is greater than or equal to the higher of 120% of the average
Market Price of shares of Common Stock during the 90 calendar days preceding
the offer and 100% of the highest Market Price of shares of Common Stock during
the 52 weeks preceding the offer.</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>As long as the
Rights are attached to the Common Stock, the Company will issue one Right with
each new share of Common Stock, subject to the Rights Agreement, so that all
such shares will have Rights attached.</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>The Rights
Agreement (which includes as Exhibit A the Form of Rights Certificate and the
Form of Election to Exercise) is filed herewith and is incorporated herein by
reference. The foregoing description and
summary of the Rights and the
Rights Agreement are qualified in their entirety by reference to the
Rights Agreement and such Exhibit A thereto.&nbsp; In addition, the form of the
letter regarding the Rights Agreement and a summary of certain terms of the
Rights Agreement substantially in the form that will be mailed to shareholders
of the Company is attached as Exhibit 99.1 and incorporated herein by
reference.</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";margin-bottom:12.0pt;text-align:justify'><b>Item
3.03.&nbsp; Material Modification to Rights of Security Holders.</b></p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>The response to
Item 1.01 of this Current Report on Form 8-K is hereby incorporated by&nbsp;
reference in response to this Item 3.03.</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";margin-bottom:12.0pt;text-align:justify'><b>Item
5.03.&nbsp; Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.</b></p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>On June 9, 2010,
the Board amended and restated the Amended and Restated Bylaws of the
Company (the &#147;<u>Former Bylaws</u>&#148;). This description is qualified in its
entirety by reference to the full text of the Second Amended and Restated
Bylaws of the Company (the &#147;<u>Second Amended and Restated Bylaws</u>&#148;), which
is filed herewith as Exhibit 3.1 and is incorporated herein by reference.</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>

<div style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";text-align:center'>

<hr size=2 width="100%" noshade color=navy align=center>

</div>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<br clear=all
style='page-break-before:always'>


<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>Section 203 of
the Former Bylaws provided that a special meetings of the shareholders of the
Company may be called at any time by, among others, Qualified Shareholders
holding at least thirty percent (30%) of all the votes entitled to be cast on
any issue proposed to be considered at the special meeting.&nbsp; This provision was
amended in the Second Amended and Restated Bylaws to increase thirty percent
(30%) to forty percent (40%), and became effective immediately upon its
adoption by the Board.</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>
Section 301 (&#147;Management by Board of Directors&#148;) of the Former Bylaws was amended by
the Second Amended and Restated Bylaws to classify the Board and provide that the Board shall be divided
into three classes, which are hereby designated Class I, Class II and Class
III; that the term of office of the initial Class I directors shall expire at
the next annual meeting of shareholders; that of the initial Class II directors
at the second succeeding annual meeting of shareholders; and that of the initial
Class III directors at the third succeeding annual meeting of shareholders;
that, at each annual meeting after the initial classification of directors,
directors to replace those whose terms expire at such annual meeting shall be
elected to hold office until the third succeeding annual meeting, that each
director shall be elected by the holders of shares entitled to vote thereon at
the annual meeting of shareholders, to serve until his respective successor has
been elected and qualified; provided that none of the aforementioned amendment
to Section 301 will be effective or be part of these Bylaws unless and until
such amendment is duly approved by the shareholders of the Company.</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";margin-bottom:12.0pt;text-align:justify'><b>&nbsp;</b></p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";margin-bottom:12.0pt;text-align:justify'><b>Item
8.01.&nbsp; Other Events.</b></p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>The response to
Item 1.01 of this Current Report on Form 8-K is hereby incorporated by&nbsp;
reference in response to this Item 8.01.</p>
<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:justify;text-indent:.5in'>On&nbsp; June 9, 2010,
the Company issued a press release announcing the adoption of the Rights
Agreement and the amendment to the Former Bylaws, a copy of which is attached
as Exhibit 99.2 and incorporated herein by reference.&nbsp; On&nbsp; June 10, 2010, the
Company issued a press release, a copy of which is attached as Exhibit 99.3 and
incorporated herein by reference, making a clarification to the June 9, 2010
press release.</p>

<table class=MsoNormalTable border=0 cellspacing=0 cellpadding=0 width=638
 style='width:100%'>
 <tr>
  <td width="100%" colspan=2 valign=top style='width:100.0%;padding:0in 0in 0in 0in'>&nbsp;<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'><b>Item 9.01. Financial Statements and Exhibits</b>.<br>
&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width="15%" valign=top style='padding:0in; '>
  <p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>(d) Exhibits&nbsp;</p>
  <p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp; </p>
  </td>
  <td width="85%" valign=top style='padding:0in; '>
  <p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width="15%" valign=top style='padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'><u>Exhibit Number</u></p>
  </td>
  <td width="85%" valign=top style='padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'><u>Description</u></p>
  </td>
 </tr>
 <tr>
  <td width="15%" valign=top style='padding:0in; '>
  <p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>
  </td>
  <td width="85%" valign=top style='padding:0in; '>
  <p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width="15%" valign=top style='padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin-left:.25in'>3.1</p>
  </td>
  <td width="85%" valign=top style='padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'>Second Amended and Restated Bylaws of Forward Industries,
  Inc., as amended and restated on June 9, 2010</p>
  </td>
 </tr>
 <tr>
  <td width="15%" valign=top style='padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin-left:.25in'>4.1</p>
  </td>
  <td width="85%" valign=top style='padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'>Shareholder Protection Rights Agreement, dated as of June
  9, 2010, by and between Forward Industries, Inc. and American Stock Transfer
  &amp; Trust Company LLC, as Rights Agent; and Form of Rights Certificate and
  of Form Election to Exercise, included in Exhibit A to the Shareholder
  Protection Rights Agreement</p>
  </td>
 </tr>
 <tr>
  <td width="15%" valign=top style='padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin-left:.25in'>
	99.1</p>
  </td>
  <td width="85%" valign=top style='padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'>Form of Letter to Shareholders of Forward Industries, Inc.,
  to be mailed on or after June 21, 2010</p>
  </td>
 </tr>
 <tr>
  <td width="15%" valign=top style='padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin-left:.25in'>99.2</p>
  </td>
  <td width="85%" valign=top style='padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'>Press Release, dated June 9, 2010</p>
  </td>
 </tr>
 <tr>
  <td width="15%" valign=top style='padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin-left:.25in'>99.3</p>
  </td>
  <td width="85%" valign=top style='padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'>Press Release, dated June 10, 2010</p>
  </td>
 </tr>
</table>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>

<div style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";text-align:center'>

<p style="font-size: 12.0pt; font-family: Times New Roman; margin-left: 0in; margin-right: 0in; margin-top: 0in; margin-bottom: .0001pt">&nbsp;</p>

<hr size=2 width="100%" noshade color=navy align=center>

</div>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<br clear=all
style='page-break-before:always'>


<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";text-align:center'><b>SIGNATURE</b></p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin-bottom:0in;margin-bottom:.0001pt;text-align:
justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin-bottom:0in;margin-bottom:.0001pt'>&nbsp;</p>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin-bottom:0in;margin-bottom:.0001pt'>&nbsp;</p>

<table border="0" style="border-collapse: collapse" width="100%" id="table1">
	<tr>
		<td width="40%" valign="top">&nbsp;</td>
		<td width="60%" valign="top">

<p style='margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";margin-top:5.0pt;margin-right:0in;margin-bottom:5.0pt;
text-autospace:none'>FORWARD INDUSTRIES, INC.</p>

		</td>
	</tr>
	<tr>
		<td width="40%" valign="top">&nbsp;</td>
		<td width="60%" valign="top">

<p style='margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";margin-top:5.0pt;margin-right:0in;margin-bottom:5.0pt;
text-autospace:none'>&nbsp;</p>

		</td>
	</tr>
	<tr>
		<td width="40%" valign="top">Date: June 15, 2010</td>
		<td width="60%" valign="top">

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;font-size:12.0pt;font-family:"Times New Roman";margin-bottom:0in;margin-bottom:.0001pt'>
<u>/s/ Douglas
W. Sabra&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u></p>
		<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;font-size:12.0pt;font-family:"Times New Roman";margin-bottom:0in;margin-bottom:.0001pt'>Douglas
W. Sabra<br>
		President
&amp; Chief Executive Officer</p>

		</td>
	</tr>
</table>

<p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin-bottom:0in;margin-bottom:.0001pt'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>

<div style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";text-align:center'>

<hr size=2 width="100%" noshade color=navy align=center>

</div>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

</div>

<br clear=all
style='page-break-before:always'>


<div style='page:Section3;'>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";text-align:center'><b>EXHIBIT INDEX</b></p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>

<table class=MsoNormalTable border=0 cellspacing=0 cellpadding=0 width=638
 style='width:100%'>
 <tr>
  <td width="21%" valign=top style='width:15%;padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'><u>Exhibit Number</u></p>
  </td>
  <td width="79%" valign=top style='width:85%;padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'><u>Description</u></p>
  </td>
 </tr>
 <tr style='height:9.9pt'>
  <td width="21%" valign=top style='width:15%;padding:0in;
  height:9.9pt'>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin-top:0in;margin-right:0in;margin-bottom:0in;
  margin-left:.25in;margin-bottom:.0001pt'>&nbsp;</p>
  </td>
  <td width="79%" valign=top style='width:85%;padding:0in;
  height:9.9pt'>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin-bottom:0in;margin-bottom:.0001pt'>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width="21%" valign=top style='width:15%;padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin-left:.25in'>3.1</p>
  </td>
  <td width="79%" valign=top style='width:85%;padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'>Second Amended and Restated Bylaws of Forward Industries,
  Inc., as amended and restated on June 9, 2010</p>
  </td>
 </tr>
 <tr>
  <td width="21%" valign=top style='width:15%;padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin-left:.25in'>4.1</p>
  </td>
  <td width="79%" valign=top style='width:85%;padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'>Shareholder Protection Rights Agreement, dated as of June
  9, 2010, by and between Forward Industries, Inc. and American Stock Transfer
  &amp; Trust Company LLC, as Rights Agent; and Form of Rights Certificate and
  of Form Election to Exercise, included in Exhibit A to the Shareholder
  Protection Rights Agreement</p>
  </td>
 </tr>
 <tr>
  <td width="21%" valign=top style='width:15%;padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin-left:.25in'>99.1</p>
  </td>
  <td width="79%" valign=top style='width:85%;padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'>Form of Letter to Shareholders of Forward Industries, Inc.,
  to be mailed on or after June 21, 2010</p>
  </td>
 </tr>
 <tr>
  <td width="21%" valign=top style='width:15%;padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin-left:.25in'>99.2</p>
  </td>
  <td width="79%" valign=top style='width:85%;padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'>Press Release, dated June 9, 2010</p>
  </td>
 </tr>
 <tr>
  <td width="21%" valign=top style='width:15%;padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin-left:.25in'>99.3</p>
  </td>
  <td width="79%" valign=top style='width:85%;padding:0in; '>
  <p style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";'>Press Release, dated June 10, 2010</p>
  </td>
 </tr>
</table>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>
<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>
<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>
<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>
<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>
<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>
<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>
<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>
<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>
<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>
<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";'>&nbsp;</p>

<div style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";text-align:center'>

<hr size=2 width="100%" noshade color=navy align=center>

</div>

<p style='margin:0in;margin-bottom:.0001pt;font-size:12.0pt;font-family:"Times New Roman";line-height:1.0pt'>&nbsp;</p>

<p style='margin-right:0in;margin-left:0in;font-size:12.0pt;font-family:"Times New Roman";margin:0in;margin-bottom:.0001pt;text-align:justify'>&nbsp;</p>

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</html>
[{"type": "8-K", "sequence": "1", "filename": "esform8k.htm", "secsgml_size_bytes": 60545}]
{"company-data": {"conformed-name": "FORWARD INDUSTRIES INC", "cik": "0000038264", "assigned-sic": "3089", "irs-number": "131950672", "state-of-incorporation": "NY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-06669", "film-number": "10897596"}, "business-address": {"street1": "1801 GREEN ROAD", "street2": "SUITE E", "city": "POMPANO BEACH", "state": "FL", "zip": "33064", "phone": "9544199544"}, "mail-address": {"street1": "1801 GREEN RD", "street2": "SUITE E", "city": "POMPANO BEACH", "state": "FL", "zip": "33064"}, "former-company": {"former-conformed-name": "PROGRESS HEAT SEALING CO INC", "date-changed": "19721111"}}
Forward Industries, Inc. Form 8-K
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: June 9, 2010
(Date of earliest event reported)
FORWARD INDUSTRIES, INC.
(Exact name of registrant as specified in the charter)
New York
000-6669
13-1950672
(State or other jurisdiction of
  incorporation)
(Commission File Number)
(IRS Employer I.D. No.)
1801 Green Road,
Suite E
Pompano Beach, FL 33064
(Address of Principal Executive Offices)
(954) 419-9544
(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:
[ ]
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-22(b)
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
  Exchange Act (17 CFR 240.23e-4(c)
Item
1.01.  Entry into a Material Definitive Agreement.
On June 9, 2010,
the Board of Directors (the "
Board
") of Forward Industries, Inc., a New
York corporation (the "
Company
"), approved
a Shareholder Protection Rights Agreement, dated as of June 9, 2010 (the "
Rights
Agreement
"), by and between the Company and American Stock Transfer &
Trust Company LLC, as Rights Agent (the "
Rights Agent
"), declared a dividend payable of one
right (a "
Right
") for each outstanding share of common stock, par value
$0.01 per share ("
Common Stock
"), of the Company held of record at the
close of business on June 21, 2010 (the "
Record Time
") and authorized
the issuance of one Right for each share of Common Stock issued thereafter and
prior to the Separation Time (as hereinafter defined) and issued after the Separation
Time pursuant to options and convertible securities outstanding at the
Separation Time.  Each Right entitles
its registered holder to purchase from the Company, after the Separation Time,
one share of Common Stock for $4.00 (the "
Exercise Price
"), subject to
adjustment.
The Rights will
be evidenced by the Common Stock certificates until the close of business on
the earlier of the following (the earlier of which, the "
Separation Time
"): 
The tenth Business Day (as defined in the Rights Agreement) (or such later date
as the Board may determine prior to the Separation Time that would otherwise
have occurred) after the date on which any Person (as defined in the Rights
Agreement) commences a tender or exchange offer which, if consummated, would
result in such Person's becoming an "Acquiring Person" (as defined below); and
the tenth Business Day after the first date (the "
Flip-in Date
") of the
Stock Acquisition Date (as defined below) (or such earlier or later date as the
Board may from time to time fix by resolution adopted prior to the Flip-in Date
that would otherwise have occurred, unless a "Board Change of Control" (as
defined below) has occurred, in which case, the date may not be changed by the
Board); provided that if the foregoing results in the Separation Time being
prior to the Record Time, the Separation Time shall be the Record Time; and
provided further, that if a tender or exchange offer referred to below is
cancelled, terminated or otherwise withdrawn prior to the Separation Time
without the purchase of any shares of stock pursuant thereto, such offer shall
be deemed never to have been made.
The "
Stock
Acquisition Date
" means the later of the first date of public announcement
(by any means, including, without limitation, a report filed pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended) by the
Company or an Acquiring Person of facts indicating that an Acquiring Person has
become such, or, if such public announcement has been made prior to the date of
the Rights Agreement, the date of the Rights Agreement.
An "
Acquiring
Person
" is any Person having Beneficial Ownership (as defined in the Rights
Agreement) of 28% or more of the outstanding shares of Common Stock, other
than:  the Company, any wholly-owned subsidiary of the Company or any employee
stock ownership or other employee benefit plan of the Company; any Person who
is the Beneficial Owner of 28% or more of the outstanding Common Stock as of
the date of the Rights Agreement or who shall become the Beneficial Owner of
28% or more of the outstanding Common Stock solely as a result of an
acquisition of Common Stock by the Company, until such time as such Person
shall become the Beneficial Owner (other than through a dividend or stock split)
of any additional shares of Common Stock; any Person who becomes the Beneficial
Owner of 28% or more of the outstanding Common Stock without any plan or intent
to seek or affect control of the Company, if such Person promptly enters into
an irrevocable commitment promptly to divest, and thereafter promptly divests,
sufficient securities such that such 28% or greater Beneficial Ownership
ceases; any Person who becomes a Beneficial Owner as a result of a Qualified
Offer (as defined below); or any Person who Beneficially Owns shares of Common
Stock consisting solely of (A) shares acquired pursuant to the grant or
exercise of an option granted by the Company in connection with an agreement to
merge with, or acquire, the Company entered into prior to a Flip-in Date, (B)
shares owned by such Person and its Affiliates and Associates at the time of
such grant, (C) shares, amounting to less than 1% of the outstanding Common
Stock, acquired by Affiliates and Associates of such Person after the time of
such grant and (D) shares which are held by such Person in trust accounts,
managed accounts and the like or otherwise held in a fiduciary capacity, that
are beneficially owned by third Persons who are not Affiliates or Associates of
such Person or acting together with such Person to hold such shares, or which
are held by such Person in respect of a debt previously contracted.
A "
Qualified
Offer
" means an all-cash tender offer for all outstanding shares of Common
Stock that meets all of the following requirements:  (i) on or prior to the
date such offer is commenced within the meaning of Rule 14d-2(a) of the general
rules and regulations under the Exchange Act, the Person making such offer: 
(A) has on hand cash or cash equivalents for the full amount necessary to
consummate such offer and has irrevocably committed in writing to the Company
to utilize such cash or cash equivalents for purposes of such offer if
consummated and to set apart and maintain available such cash or cash
equivalents for such purposes until the offer is consummated or withdrawn; or
(B) has all financing in the full amount necessary to consummate such offer and
has:  (a) entered into, and provided to the Company certified copies of,
definitive financing agreements (including exhibits and related documents) for
funds for such offer which, when added to the amount of cash and cash
equivalents available, committed in writing, set apart and maintained in the
same manner as described in clause (A) directly above, are in an amount not
less than the full amount necessary to consummate such offer, which agreements
are with one or more responsible financial institutions or other entities
having the necessary financial capacity and ability to provide such funds, and
are subject only to customary terms and conditions (which shall in no event
include conditions requiring access by such financial institutions or other
entities to non-public information to be provided by the Company, conditions
based on the accuracy of any information concerning the Company, or conditions
requiring the Company to make any representations, warranties or covenants in
connection with such financing), and (b) provided to the Company copies of all
written materials prepared by such Person for such financial institutions or
other entities in connection with entering into such financing agreements;
provided that, "the full amount necessary to consummate such offer" in either
clause (A) or (B) directly above shall be an amount sufficient to pay for all
the shares of Common Stock outstanding on a fully diluted basis in cash
pursuant to the offer and all related expenses; (ii) such offer remains open
for at least 60 calendar days; (iii) the price to be paid to holders of Common
Stock pursuant to the offer is greater than or equal to the higher of (a) 120%
of the average Market Price (as defined in the Rights Agreement) during the 90
calendar days preceding the offer and (b) 100% of the highest Market Price
during the 52 weeks preceding such offer; (iv) such offer is supported by a
written opinion, in customary form, of a nationally recognized investment
banking firm retained by the Company that is not being compensated on a
"percentage of the deal" basis, which opinion must (a) be addressed to the
Company and the holders of Common Stock, (b) state that the price to be paid to
holders pursuant to the offer is fair from a financial point of view to such
holders, and (c) include any written presentation of such firm showing the
analysis and range of values underlying such conclusions; such written opinion and
such presentation must be updated and provided to the Company within two
Business Days prior to the date such offer is consummated; and (v) in addition
to each of the requirements set forth above, such offer is not subject to any
condition relating to completion of or satisfaction with any due diligence or
similar investigation, and, subject to the foregoing, otherwise provides for
usual and customary terms and conditions.
A "
Board
Change of Control
", with respect to the Company, means and is deemed to have
occurred as of the date and time at which a majority of the Board shall not be
composed exclusively of: (i) Persons, while such Persons are members of the
Board, who each (A) are not an Acquiring Person, or an Affiliate or Associate
of an Acquiring Person, or a representative or nominee of an Acquiring Person
or of any such Affiliate or Associate, and (B) were a member of the Board prior
to the date of this Agreement; or (ii) Persons who subsequently became members
of the Board, while such Persons are members of the Board, who each are not an
Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or a
representative or nominee of an Acquiring Person or of any such Affiliate or
Associate; provided that each such Person's nomination for election or election
to the Board is recommended or approved by a majority of the members of the
Board satisfying either subclause (i) directly above or this subclause (ii).
The Rights
Agreement provides that, until the Separation Time, the Rights will be transferred
with and only with the Common Stock.  Common Stock certificates issued after
the Record Time but prior to the Separation Time shall evidence one Right for
each share of Common Stock represented thereby and shall contain a legend
incorporating by reference the terms of the Rights Agreement (as such may be
amended from time to time).  Notwithstanding the absence of the aforementioned
legend, certificates evidencing shares of Common Stock outstanding at the
Record Time shall also evidence one Right for each share of Common Stock
evidenced thereby.
Promptly
following the Separation Time, separate certificates evidencing the Rights ("
Rights
Certificates
") will be mailed to holders of record of Common Stock at the
Separation Time.
The Rights will
not be exercisable until after the Separation Time.  Unless the Rights
Agreement is amended or supplemented, the Rights Plan and the Rights will
expire on the earliest of (i) the Exchange Time (as defined below), (ii) the
date on which the Rights are redeemed as described below, (iii) the close of
business on December 21, 2010 and (iv) upon the consolidation, merger or share
exchange of the Company into or with another corporation pursuant to an
agreement entered into prior to a Flip-in Date (in any such case, the "
Expiration
Time
").   The Company and the Rights Agent may supplement or amend the
Rights Agreement without the approval of any holders of Rights (i) prior to the
close of business on the Flip-in Date, in any respect and (ii) after the close
of business on the Flip-in Date, to make any changes that the Company may deem
necessary or desirable and which shall not materially adversely affect the
interests of the holders of Rights generally or in order to cure any ambiguity
or to correct or supplement any provision contained herein which may be
inconsistent with any other provisions herein or otherwise defective; provided,
however, that, if there has been a Board Change of Control, such supplement or
amendment shall, in addition to the due authorization of the Board, require the
approval of the Shareholders who are the holders of a majority of the
outstanding shares of Common Stock that are not (i) Beneficially Owned by any
Acquiring Person, or (ii) held by any Acquiring Person, or any Affiliate or
Associate of any Acquiring Person.
The Exercise
Price and the number of Rights outstanding, or in certain circumstances the
securities purchasable upon exercise of the Rights, are subject to adjustment
from time to time to prevent dilution in the event of a Common Stock dividend
on, or a subdivision or a combination into a smaller number of shares of,
Common Stock, or the issuance or distribution of any securities or assets in
respect of, in lieu of or in exchange for Common Stock.
If, prior to the
Expiration Time, a Flip-in Date occurs, the Company shall take such action as
shall be necessary to ensure and provide that each Right (other than Rights
Beneficially Owned (as defined in the Rights Agreement) by the Acquiring Person
or any affiliate or associate thereof, which Rights shall become void) shall
constitute the right to purchase from the Company, upon the exercise thereof in
accordance with the terms of the Rights Agreement, that number of shares of
Common Stock having an aggregate Market Price, on the Stock Acquisition Date,
equal to twice the Exercise Price for an amount in cash equal to the then
current Exercise Price.  In addition, the Board (or if there has been a Board
Change of Control, then the Board only with the approval of the Shareholders
who are the holders of a majority of the outstanding shares of Common Stock
that are not (i) Beneficially Owned by any Acquiring Person, or (ii) held by
any Acquiring Person, or any Affiliate or Associate of any Acquiring Person)
may at any time after a Flip-in Date, elect to exchange all (but not less than
all) of the then outstanding Rights (other than Rights Beneficially Owned by
the Acquiring Person or any affiliate or associate thereof, which Rights become
void) for shares of Common Stock at an exchange ratio of one share of Common
Stock per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date of the Separation Time
(the "
Exchange Ratio
").  Immediately upon such action by the Board (the
"
Exchange Time
"), the right to exercise the Rights will terminate and
each Right will thereafter represent only the right to receive a number of
shares of Common Stock equal to the Exchange Ratio.
Prior to the
Expiration Time, the Company may not enter into any agreement with respect to,
consummate or permit to occur any "Flip-over Transaction or Event" (as defined
below) unless and until it shall have entered into a supplemental agreement
with the Flip-over Entity (as defined below), for the benefit of the holders of
the Rights, providing that, upon consummation or occurrence of the Flip-over
Transaction or Event (i) each Right shall thereafter constitute the right to
purchase from the Flip-over Entity, upon exercise thereof in accordance with
the terms hereof, that number of shares of Flip-over Stock (as defined below)
of the Flip-over Entity having an aggregate Market Price on the date of
consummation or occurrence of such Flip-over Transaction or Event equal to
twice the Exercise Price for an amount in cash equal to the Exercise Price
subject to adjustment and (ii) the Flip-over Entity shall thereafter be liable
for, and shall assume, by virtue of such Flip-over Transaction or Event and
such supplemental agreement, all the obligations and duties of the Company
pursuant to this Agreement.
Prior to the
Expiration Time, unless the Rights will be redeemed, the Company shall not
enter into any agreement with respect to, consummate or permit to occur any
Flip-over Transaction or Event if at the time thereof there are any rights,
warrants or securities outstanding or any other arrangements, agreements or
instrument that would eliminate or otherwise diminish in any material respect
the benefits intended to be afforded by this Rights Agreement to the holders of
Rights upon consummation of such transaction.
A "
Flip-over
Transaction or Event
" means a transaction or series of transactions after a
Flip-in Date in which, directly or indirectly, (i) the Company shall
consolidate or merge or participate in a share exchange with any other Person
if, at the time of the consolidation, merger or share exchange or at the time
the Company enters into any agreement with respect to any such consolidation,
merger or share exchange, the Acquiring Person Controls the Board and either
(A) any term of or arrangement concerning the treatment of shares of capital
stock in such consolidation, merger or share exchange relating to the Acquiring
Person is not identical to the terms and arrangements relating to other holders
of the Common Stock or (B) the Person with whom the transaction or series of
transactions occurs is the Acquiring Person or an Affiliate or Associate of the
Acquiring Person or (ii) the Company shall sell or otherwise transfer (or one
or more of its Subsidiaries shall sell or otherwise transfer) assets (A)
aggregating more than 50% of the assets (measured by either book value or fair
market value) or (B) generating more than 50% of the operating income or cash
flow, of the Company and its Subsidiaries (taken as a whole) to any Person (other
than the Company or one or more of its wholly owned Subsidiaries) or to two or
more such Persons which are Affiliates or Associates or otherwise acting in
concert, if, at the time of the entry by the Company (or any such Subsidiary)
into an agreement with respect to such sale or transfer of assets, the
Acquiring Person Controls the Board. An Acquiring Person shall be deemed to
control the Board when, following a Flip-in Date, the persons who were
directors of the Company before the Flip-in Date shall cease to constitute a
majority of the Board.
A "
Flip-over
Entity
" means (i) in the case of a Flip-over Transaction or Event described
in clause (i) of the definition thereof, the Person issuing any securities into
which shares of Common Stock are being converted or exchanged and, if no such
securities are being issued, the other party to such Flip-over Transaction or
Event and (ii) in the case of a Flip-over Transaction or Event referred to in
clause (ii) of the definition thereof, the Person receiving the greatest
portion of the assets or earning power being transferred in such Flip-over
Transaction or Event, provided in all cases if such Person is a subsidiary of a
corporation, the parent corporation shall be the Flip-Over Entity.
"
Flip-over
Stock
" means the capital stock (or similar equity interest) with the
greatest voting power in respect of the election of directors (or other persons
similarly responsible for direction of the business and affairs) of the
Flip-Over Entity.
The Board (or if
there has been a Board Change of Control, then the Board only with the approval
of the Shareholders who are the holders of a majority of the outstanding shares
of Common Stock that are not (i) Beneficially Owned by any Acquiring Person, or
(ii) held by any Acquiring Person, or any Affiliate or Associate of any
Acquiring Person) may at any time prior to the close of business on the Flip-in
Date, redeem all (but not less than all) of the then outstanding Rights at a
price of $0.001 per Right (the "
Redemption Price
"), as provided in the
Rights Agreement.  Immediately upon the action of the Board (and the requisite
Shareholders, as the case may be) electing to redeem the Rights, without any
further action and without any notice, the right to exercise the Rights will
terminate and each Right will thereafter represent only the right to receive
the Redemption Price.
The holders of
Rights will, solely by reason of their ownership of Rights, have no rights as
shareholders of the Company, including, without limitation, the right to vote or
to receive dividends.
The Rights will
not prevent a takeover of the Company.  However, the Rights Plan is designed to
cause dilution to a person or group that acquires 28% or more of the Company's
Common Stock unless the Rights are first redeemed by the Board pursuant to the
Rights Agreement.  Nevertheless, the Rights should not interfere with a
transaction that is in the best interests of the Company and its shareholders
because the Rights can be redeemed on or prior to the close of business on the
Flip-in Date, before the consummation of such transaction.
In addition, the
exception from the definition of "Acquiring Person" of any Person who becomes a
Beneficial Owner as a result of a Qualified Offer means that a fully-financed
cash tender offer for all of the shares of Common Stock will not trigger the
provisions of the Rights Agreement if the price to be paid to all holders of
the Common Stock is greater than or equal to the higher of 120% of the average
Market Price of shares of Common Stock during the 90 calendar days preceding
the offer and 100% of the highest Market Price of shares of Common Stock during
the 52 weeks preceding the offer.
As long as the
Rights are attached to the Common Stock, the Company will issue one Right with
each new share of Common Stock, subject to the Rights Agreement, so that all
such shares will have Rights attached.
The Rights
Agreement (which includes as Exhibit A the Form of Rights Certificate and the
Form of Election to Exercise) is filed herewith and is incorporated herein by
reference. The foregoing description and
summary of the Rights and the
Rights Agreement are qualified in their entirety by reference to the
Rights Agreement and such Exhibit A thereto.  In addition, the form of the
letter regarding the Rights Agreement and a summary of certain terms of the
Rights Agreement substantially in the form that will be mailed to shareholders
of the Company is attached as Exhibit 99.1 and incorporated herein by
reference.
Item
3.03.  Material Modification to Rights of Security Holders.
The response to
Item 1.01 of this Current Report on Form 8-K is hereby incorporated by 
reference in response to this Item 3.03.
Item
5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June 9, 2010,
the Board amended and restated the Amended and Restated Bylaws of the
Company (the "
Former Bylaws
"). This description is qualified in its
entirety by reference to the full text of the Second Amended and Restated
Bylaws of the Company (the "
Second Amended and Restated Bylaws
"), which
is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Section 203 of
the Former Bylaws provided that a special meetings of the shareholders of the
Company may be called at any time by, among others, Qualified Shareholders
holding at least thirty percent (30%) of all the votes entitled to be cast on
any issue proposed to be considered at the special meeting.  This provision was
amended in the Second Amended and Restated Bylaws to increase thirty percent
(30%) to forty percent (40%), and became effective immediately upon its
adoption by the Board.
Section 301 ("Management by Board of Directors") of the Former Bylaws was amended by
the Second Amended and Restated Bylaws to classify the Board and provide that the Board shall be divided
into three classes, which are hereby designated Class I, Class II and Class
III; that the term of office of the initial Class I directors shall expire at
the next annual meeting of shareholders; that of the initial Class II directors
at the second succeeding annual meeting of shareholders; and that of the initial
Class III directors at the third succeeding annual meeting of shareholders;
that, at each annual meeting after the initial classification of directors,
directors to replace those whose terms expire at such annual meeting shall be
elected to hold office until the third succeeding annual meeting, that each
director shall be elected by the holders of shares entitled to vote thereon at
the annual meeting of shareholders, to serve until his respective successor has
been elected and qualified; provided that none of the aforementioned amendment
to Section 301 will be effective or be part of these Bylaws unless and until
such amendment is duly approved by the shareholders of the Company.
Item
8.01.  Other Events.
The response to
Item 1.01 of this Current Report on Form 8-K is hereby incorporated by 
reference in response to this Item 8.01.
On  June 9, 2010,
the Company issued a press release announcing the adoption of the Rights
Agreement and the amendment to the Former Bylaws, a copy of which is attached
as Exhibit 99.2 and incorporated herein by reference.  On  June 10, 2010, the
Company issued a press release, a copy of which is attached as Exhibit 99.3 and
incorporated herein by reference, making a clarification to the June 9, 2010
press release.
Item 9.01. Financial Statements and Exhibits
.
(d) Exhibits
Exhibit Number
Description
3.1
Second Amended and Restated Bylaws of Forward Industries,
  Inc., as amended and restated on June 9, 2010
4.1
Shareholder Protection Rights Agreement, dated as of June
  9, 2010, by and between Forward Industries, Inc. and American Stock Transfer
  & Trust Company LLC, as Rights Agent; and Form of Rights Certificate and
  of Form Election to Exercise, included in Exhibit A to the Shareholder
  Protection Rights Agreement
99.1
Form of Letter to Shareholders of Forward Industries, Inc.,
  to be mailed on or after June 21, 2010
99.2
Press Release, dated June 9, 2010
99.3
Press Release, dated June 10, 2010
SIGNATURE
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.
FORWARD INDUSTRIES, INC.
Date: June 15, 2010
/s/ Douglas
W. Sabra
Douglas
W. Sabra
President
& Chief Executive Officer
EXHIBIT INDEX
Exhibit Number
Description
3.1
Second Amended and Restated Bylaws of Forward Industries,
  Inc., as amended and restated on June 9, 2010
4.1
Shareholder Protection Rights Agreement, dated as of June
  9, 2010, by and between Forward Industries, Inc. and American Stock Transfer
  & Trust Company LLC, as Rights Agent; and Form of Rights Certificate and
  of Form Election to Exercise, included in Exhibit A to the Shareholder
  Protection Rights Agreement
99.1
Form of Letter to Shareholders of Forward Industries, Inc.,
  to be mailed on or after June 21, 2010
99.2
Press Release, dated June 9, 2010
99.3
Press Release, dated June 10, 2010