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)
May 30, 2006
THE COMMERCE GROUP, INC.
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(Exact name of registrant as specified in its charter)
Massachusetts 001-13672 04-2599931
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(State or other (Commission File (IRS Employer
jurisdiction Number) Identification
of incorporation) No.)
211 Main Street, Webster, Massachusetts 01570
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 943-9000
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))
The Commerce Group, Inc.
Form 8-K
June 5, 2006
Section 5. Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On May 30, 2006, the Company's Board of Directors unanimously approved
amendments to the Company's bylaws effective as of such date. These amendments
provide for the use of uncertificated shares of capital stock upon resolution of
the Directors. Such uncertificated shares will be accounted for within the
Company's books and records and each shareholder will receive an initial written
transaction statement indicating their uncertificated share holdings. The fact
that shareholders may hold uncertificated shares of capital stock does not
change their rights and obligations with respect to such class and series of
shares.
A complete copy of the bylaws as amended is attached as Exhibit 3.2 to this
Form 8-K.
Section 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 3.2 Bylaws, as amended, effective May 30, 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 hereunto duly authorized.
THE COMMERCE GROUP, INC.
June 5, 2006
/s/ Randall V. Becker
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Randall V. Becker
Senior Vice President, Chief Financial
Officer and Treasurer