-------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------- FORM 8-K -------------------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 9, 2005 MARINE PRODUCTS CORPORATION (Exact name of registrant as specified in its charter) ------------------------- DELAWARE 1-16263 58-2572419 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 2170 Piedmont Road, NE, Atlanta, Georgia 30324 (Address of principal executive office) (zip code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (404) 321-7910 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -------------------------------------------------------------------------------- ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. The Registrant's Board of Directors adopted resolutions approving an amendment to the Registrant's Certificate of Incorporation to increase the number of authorized shares of capital stock to 75,000,000, consisting of 74,000,000 shares of common stock and 1,000,000 shares of preferred stock. Thereafter a meeting of the Registrant's stockholders was called and held, at which the stockholders approved the amendment to the Registrant's Certificate of Incorporation. The amendment to the Certificate of Incorporation was adopted and executed on June 8, 2005, and filed with the Secretary of State of Delaware on June 9, 2005. The Certificate of Amendment became effective upon filing. A copy of the Certificate of Amendment is filed herewith as an Exhibit. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements (b) Pro Forma Financial Information (c) Exhibits Exhibit Number Description -------------- ----------- 99.1 Certificate of Amendment of Certificate of Incorporation Pursuant to the requirements of the Securities Exchange Act of 1934, Marine Products Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Marine Products Corporation. Date: June 9, 2005 /s/ Ben M. Palmer ------------------------------------- Ben M. Palmer Vice President, Chief Financial Officer and Treasurer