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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
June 20, 2006
Date of Report (Date of earliest event reported)
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SIGMATRON INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-23248 36-3918470
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2201 Landmeier Road, Elk Grove Village, Illinois 60007
(Address of principal executive offices) (Zip Code)
(847) 956-8000
(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-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 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On June 20, 2006, William L. McClelland notified the Board of Directors of
Sigmatron International, Inc. (the "Company") that he does not intend to stand
for reelection when his current term as a Class I director expires at the 2006
Annual Meeting of Stockholders. Mr. McClelland has been a member of the Board of
Directors of the Company since 2001 and served as a member of its Nominating
Committee through June 20, 2006. Mr. McClelland's decision not to stand for
reelection was not a result of a disagreement with management regarding the
Company's operations, policies, practices or otherwise.
The Board of Directors of the Company does not currently intend to fill the
vacancy left by the upcoming departure of Mr. McClelland. Accordingly, the Board
of Directors of the Company has decided to reduce the number of directors from
seven members to six members and to re-designate as of the 2008 Annual Meeting
of Stockholders one of the Class III directors as a Class I director. Upon
redesignation as a Class I director in 2008, that director will hold office
until the expiration of the term of the current Class I directors at the 2009
Annual Meeting of Stockholders.
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 hereunto duly authorized.
SIGMATRON INTERNATIONAL, INC.
Dated: June 22, 2006 By: /s/ Gary R. Fairhead
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Name: Gary R. Fairhead
Title: President and Chief Executive
Officer