SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): December 18, 2006
UNITED-GUARDIAN, INC.
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(Exact name of Registrant as Specified in Charter)
DELAWARE 1-10526 11-1719724
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
230 Marcus Boulevard, Hauppauge, New York 11788
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (631) 273-0900
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Not Applicable
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(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:
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[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
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[_] 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 Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On December 18, 2006 Alfred R. Globus notified the Board of Directors of
the Registrant that he was resigning as C.E.O. in order to focus his activities
on product development. It was agreed that Ken Globus, President of the
Registrant, would assume Alfred Globus' executive responsibilities but would not
be taking the title of C.E.O. It was also agreed that Ken Globus would resign
his position as Chief Financial Officer, which position would now be assumed by
Robert Rubinger, the current Secretary and Executive Vice President of the
Registrant.
Item 8.01 - Other Events
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On December 19, 2006, United-Guardian, Inc. issued a press release
announcing that its Board of Directors had declared a cash dividend of $.22 per
share to all stockholders of record as of December 27, 2006, to be payable on
January 10, 2006. The press release also announced that the company's Chief
Executive Officer, Alfred R. Globus, was resigning as C.E.O., but would keep his
position as Director of Research and Chairman of the Board of Directors, and
that his executive responsibilities will now be handled by the President of the
company, Ken Globus. It was also announced that Ken Globus was resigning as
Chief Financial Officer and that Robert Rubinger, who is currently the Secretary
and Executive Vice President of the Registrant, would become the C.F.O. A copy
of that press release is furnished as Exhibit 99.1 to this report.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
Exhibit Number Exhibit
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99.1 Press Release dated December 19, 2006.
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 thereunto duly authorized.
UNITED-GUARDIAN, INC.
By:/s/ Kenneth H. Globus
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Name: Kenneth H. Globus
Title: President
December 20, 2006