Dycom Industries, Inc. (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   February 27, 2006

Dycom Industries, Inc.
(Exact name of registrant as specified in its charter)

Florida 001-10613 591277135
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
11770 US Highway 1, Suite 101, Palm Beach Gardens, Florida   33408
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   561-627-7171

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 27, 2006, the Company amended its By-laws to increase the retirement age of directors. As amended, the By-laws require a director to retire upon attaining sixty-eight (68) years of age. The resignation shall take place at the expiration of said director’s then current term. Previously, a director was required to retire at the annual meeting following their 65th birthday. A copy of the Amended and Restated By-laws of the Company are filed as Exhibit 3.2 to this Form 8-K.

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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.

    Dycom Industries, Inc.
March 5, 2007   By:   /s/ Richard B. Vilsoet
        Name: Richard B. Vilsoet
        Title: Vice President and Secretary

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Exhibit Index

Exhibit No.   Description

  Amended and Restated By-laws of the Company.