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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950159-05-000795.txt : 20050708
<SEC-HEADER>0000950159-05-000795.hdr.sgml : 20050708
<ACCEPTANCE-DATETIME>20050708140850
ACCESSION NUMBER:		0000950159-05-000795
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20050701
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050708
DATE AS OF CHANGE:		20050708

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ACME UNITED CORP
		CENTRAL INDEX KEY:			0000002098
		STANDARD INDUSTRIAL CLASSIFICATION:	CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420]
		IRS NUMBER:				060236700
		STATE OF INCORPORATION:			CT
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07698
		FILM NUMBER:		05945412

	BUSINESS ADDRESS:	
		STREET 1:		1931 BLACK ROCK TURNPIKE
		CITY:			FAIRFIELD
		STATE:			CT
		ZIP:			06825
		BUSINESS PHONE:		2033327330

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ACME SHEAR CO
		DATE OF NAME CHANGE:	19710713
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>acme8k7-8.txt
<TEXT>


                                  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): July 1, 2005

                             ACME UNITED CORPORATION
             (Exact name of registrant as specified in its charter)
                               ------------------

          Connecticut                  01-07698                 06-0236700
(State or other jurisdiction of     (Commission               (I.R.S. Employer
 incorporation or organization)     file number)             Identification No.)



     1931 Black Rock Turnpike, Fairfield, Connecticut           06825
         (Address of principal executive offices)            (Zip Code)

       Registrant's telephone number, including area code: (203) 332-7330

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))



<PAGE>




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

Effective July 1, 2005, Acme United  Corporation  (the  "Company")  restated its
Certificate of Incorporation. The Restated Certificate of Incorporation reflects
the  numerous  amendments  previously  made  to  the  Company's  Certificate  of
Incorporation  and omits the  provisions  thereof which are no longer in effect.
However,  the Restated  Certificate of Incorporation did not itself make any new
substantive changes to the Certificate of Incorporation as previously in effect.
A copy of the Company's Restated Certificate of Incorporation appears as Exhibit
3(i) to this Report.

ITEM 8.01.  Other Events.

a. Description of the Company's Common Stock.

Common Stock.

The  authorized  capital  stock of the Company  consists of 8,000,000  shares of
Common  Stock,  par value  $2.50 per  share.  As of June 30,  2005,  there  were
3,554,983  shares  of  Common  Stock  issued  and  outstanding  and a  total  of
approximately 641,138 shares of Common Stock reserved for issuance upon exercise
of outstanding stock options and options that may be granted in the future under
the Company's 2002 Employee Stock Option Plan, as amended and the Company's 2005
Non-salaried Director Stock Option Plan.

Holders  of Common  Stock are  entitled  to one vote for each  share held on all
matters  submitted to a vote of stockholders  and do not have cumulative  voting
rights. Accordingly,  holders of the majority of shares of Common Stock entitled
to vote in any election of directors may elect all of the directors standing for
election.  Holders  of  Common  Stock  are  entitled  to  receive  ratably  such
dividends,  if any, as may be declared  by the Board of  Directors  out of funds
legally available therefor.  Upon the liquidation,  dissolution or winding up of
the Company,  the holders of Common  Stock are entitled to share  ratably in all
assets of the Company available for distribution after the payment of all debts,
liabilities  and any  preferences.  Holders of Common  Stock,  as such,  have no
preemptive,  subscription,  redemption or  conversion  rights.  The  outstanding
shares of Common Stock are fully paid and non-assessable.

Connecticut Law and Certain Charter and Bylaw Provisions.

   Restrictions on Business Combinations.

The Company is subject to the provisions of the Connecticut Business Corporation
Act (the  "Act").  The Act  prohibits  a  Connecticut  corporation,  such as the
Company, from engaging in a merger,  consolidation or other business combination
with an interested shareholder  (generally,  the beneficial owner of 10% or more
of a  corporation's  voting  stock)  for five (5) years  following  the time the
shareholder  became an interested  shareholder  unless,  prior to that time, the
corporation's  board of directors and a majority of the non-employee  directors,
of which there must be at least two,  approved the business  combination  or the
transaction that resulted in the shareholder becoming an interested shareholder.
After five years, business combinations may occur only if approved by 80% of the
outstanding  shares of the  corporation and by two-thirds of the voting power of
the corporation other than voting power held by an interested shareholder who is
a party to the  proposed  business  combination.  The Company has not chosen and
does not currently intend to "elect out" of the application of this statute.

   Limitations on Liability of Officers and Directors; Indemnification.
   -------------------------------------------------------------------

The Company's Restated Certificate of Incorporation  contains certain provisions
which  limit  the  personal  liability  of a  director  to  the  Company  or its
shareholders  for monetary damages for breach of duty as a director to an amount
equal to the  compensation  received  by the  director  for  serving the Company
during  the year of the  violation,  so long as the  breach did not 1) involve a
knowing and culpable violation of law by the director; 2) enable the director or
an associate to receive an improper  personal  economic  gain; 3) show a lack of
good faith and a conscious disregard for the duty of the director to the Company
under circumstances in which the director was aware that his conduct or omission
created an unjustifiable risk of serious injury to the Company;  4) constitute a
sustained and unexcused pattern of inattention that amounted to an abdication of
the director's duty to the Company; or 5) create liability under the Act for the
distribution  of an illegal  dividend.  The  Certificate of  Incorporation  also
contains  provisions  indemnifying  the Company's  directors and officers to the
fullest extent  permitted by the Act. The Company believes that these provisions




<PAGE>

will assist the Company in attracting  and retaining  qualified  individuals  to
serve as directors and officers.

Registrar and Transfer Agent.

The registrar and transfer agent for the Common Stock is American Stock Transfer
Company, New York, NY.

b. Specimen Common Stock Certificate.

The text of the form of the certificate  representing shares of the Common Stock
appears as Exhibit 4.1 hereto.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

Exhibit Number             Description
- --------------             -----------
3(i)                       Restated Certificate of Incorporation.

4.1                        Specimen Common Stock Certificate.




<PAGE>



                                   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.


ACME UNITED CORPORATION



By            /s/ PAUL G. DRISCOLL
         ------------------------------
                Paul G. Driscoll
               Vice President and
              Chief Financial Officer



Dated:  July 8, 2005





<PAGE>


                                  EXHIBIT INDEX

         Exhibit Number             Description

         3(i)                       Restated Certificate of Incorporation.

         4.1                        Specimen Common Stock Certificate.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>2
<FILENAME>ex3-i.txt
<DESCRIPTION>EXHIBIT 3(I)
<TEXT>

                                                                    EXHIBIT 3(i)
                                           Restated Certificate of Incorporation

                      RESTATED CERTIFICATE OF INCORPORATION

Article I. The name of the corporation is Acme United Corporation.

Article II. The purposes for which the Company is constituted are:

     (a) To manufacture,  buy, sell, own and deal in shears, scissors,  cutlery,
hardware,  rulers, articles of wood or metal or both, school supplies,  surgical
instruments, and any and all kinds of real and personal property, including, but
without limitation, patents, licenses, trade-marks and trade-names; and

     (b) To engage,  directly or  indirectly,  as principal or as agent,  in any
manufacturing,  service, wholesaling,  retailing,  brokerage, or other business,
activity, or course of conduct not prohibited by law.

Article III. The amount of Capital Stock of this  corporation  is Twenty Million
Dollars  ($20,000,000.00),  divided into 8,000,000 shares of Common Stock of the
par value of Two Dollars and Fifty Cents ($2.50) a share.  The holders of Common
Stock shall have no pre-emptive rights.

Article IV. Subject to the provisions of Connecticut  General  Statutes  section
33-775,  the  corporation  shall  indemnify  an  individual  who is a party to a
proceeding  because he is a  director  or  officer  of the  corporation  against
liability (as defined in subdivision 5 of Connecticut  General  Statutes section
33-770) in the proceeding if:

               (1)(A) he  conducted  himself in good  faith;  (B) he  reasonably
believed (i) in the case of conduct in his official  capacity,  that his conduct
was in the best interests of the corporation;  and (ii) in all other cases, that
his conduct was at least not opposed to the best  interests of the  corporation;
and (C) in the case of any criminal  proceeding,  he had no reasonable  cause to
believe his conduct was unlawful; or

         (2) such liability arises from any action taken, or any failure to take
any action,  as a director  or officer,  except  liability  that (A)  involved a
knowing and culpable  violation  of law by the director or officer;  (B) enabled
the  director,  officer  or an  associate,  as defined  in  Connecticut  General
Statutes section 33-840, to receive an improper personal gain; (C) showed a lack
of good faith and a conscious  disregard for the duty of the director or officer
to the  corporation  under  circumstances  in which the  director or officer was
aware that his  conduct or  omission  created an  unjustifiable  risk of serious
injury to the corporation;  (D) constituted a sustained and unexcused pattern of
inattention  that amounted to an abdication of the  director's or officer's duty
to the corporation;  or (E) created liability under Connecticut General Statutes
section  33-757.  This  provision  shall not  affect the  indemnification  of or
advance of expenses to a director or officer  for any  liability  stemming  from
acts or omissions occurring prior to the effective date of this provision.

Article V. The  personal  liability  of a director  to this  corporation  or its
shareholders  for  monetary  damages  for breach of duty as a director is hereby
limited to an amount  equal to the  compensation  received by such  director for
serving the corporation  during the year of the violation,  provided such breach
did not (A) involve a knowing and culpable violation of law by the director; (B)
enable the director or an associate,  as defined in Connecticut General Statutes
section 33-840,  to receive an improper  personal economic gain; (C) show a lack
of good faith and a  conscious  disregard  for the duty of the  director  to the
corporation under circumstances in which the director was aware that his conduct
or omission created an unjustifiable  risk of serious injury to the corporation;
(D) constitute a sustained and unexcused pattern of inattention that amounted to
an abdication of the director's duty to the corporation; or (E) create liability
under  Connecticut  General  Statutes  section 33-757.  This provision shall not
limit or preclude the liability of a director for any act or omission  occurring
prior to the effective date of this provision.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>ex4-1.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>

                          [SPECIMEN STOCK CERTIFICATE]


KW 6170                                                       CUSIP 004816 10 4


                            ACME UNITED CORPORATION
             INCORPORATED UNDER THE LAWS OF THE STATE OF CONNECTICUT



THIS CERTIFIES THAT









IS THE OWNER OF

       FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $2.50 EACH
                             OF THE COMMON STOCK OF

ACME UNITED  CORPORATION  transferable on the books of the Company by the holder
hereof  in  person,  or by duly  authorized  attorney,  upon  surrender  of this
certificate properly endorsed.  This certificate and the shares evidenced hereby
are issued and shall be held subject to all of the provisions of the Certificate
of Incorporation of the Company, to all of which the holder hereof by acceptance
assents.  This certificate is not valid unless countersigned and registered by a
Transfer Agent and Registrar.

WITNESS  the seal of the  Company  and the  signatures  of its  duly authorized
officers.




[SEAL]

Dated:




                    /s/ Paul Driscoll                 /s/ Walter C. Johnsen
                                                      President



                                          Countersigned and Registered:
                                              AMERICAN STOCK TRANSFER COMPANY

                                                                Transfer Agent
                                                                 and Registrar

                                          By:
                                                            Authorized Officer


<PAGE>


                          ACME UNITED CORPORATION

         The Company will furnish to the holder hereof, upon request and without
charge, a full statement of the  designations,  terms,  limitations and relative
rights and  preferences  of the shares of each class  authorized to be issued by
the Company.

         The following  abbreviations,  when used in the inscription on the face
of this certificate,  shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM          - as tenants in common
TEN ENT          - as tenants by the entireties
JT TEN           - as joint tenants with right of survivorship and not as
                   tenants in common

UNIF GIFT MIN ACT-                 Custodian
                        ______________________________________
                        (Cust)                          (Minor)

                        under Uniform Gifts to Minors
                        Act___________________________________
                                        (Name)

    Additional abbreviations may also be used though not in the above list.


For value received _______________________ hereby sell, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------
                                      |
                                      |
- ---------------------------------------


- --------------------------------------------------------------------------------
Please print or typewrite name and address including postal zip code of assignee

- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------


- ------------------------------------------------------------------------ Shares

of the common stock represented by the within Certificate, and do hereby

irrevocably constitute and appoint ---------------------------------------------


- --------------------------------------------------------------------------------

Attorney  to  transfer  the  said  stock  on  the  books  of  the  within-named
Corporation with full power of substitution in the premises.


Dated, _________________________


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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