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): September 15, 2003 GYRODYNE COMPANY OF AMERICA, INC. (Exact name of Registrant as Specified in its Charter) New York 000-01684 11-1688021 (State or Other Jurisdiction of (Commission File (I.R.S. Employer Incorporation or Organization) Number) Identification No.) 102 FLOWERFIELD ST. JAMES, NEW YORK 11780 (Address of principal executive offices) (Zip Code) (631) 584-5400 Registrant's telephone number, including area code ---------------------- ITEMS 1-4. Not applicable. ITEM 5. OTHER EVENTS. On September 15, 2003, the Company announced that its annual meeting of shareholders will be held on Tuesday, December 9, 2003 at 11:00 a.m. at Flowerfield Celebrations, Mills Pond Road, Saint James, New York. The Company also announced that the Board of Directors has fixed the close of business on November 7, 2003 as the record date for the determination of shareholders entitled to notice of, and to vote at, the annual meeting. The Board has announced that it will nominate the incumbent directors to continue in office. The nominees are as follows: Class Term Expiring Nominee ----- ------------- ------- Class I 2006 Paul L. Lamb Class I 2006 Richard B. Smith Class III 2004 Ronald J. Macklin In accordance with the Company's by-laws, to be properly brought before the annual meeting of shareholders, nominations of persons for election to the board of directors of the Company and other shareholder proposals must be delivered to the secretary of the Company at its principal executive offices no later than September 25, 2003 to be considered timely. Shareholders who wish to submit proposals for inclusion in the Company's proxy statement and form of proxy relating to the upcoming annual meeting of shareholders must advise the secretary of the Company of such proposals in writing within a reasonable time before the Company begins to print and mail its proxy materials to its shareholders. The Company anticipates mailing its proxy materials to its shareholders on or about Monday, November 10, 2003. The Company issued a press release on September 15, 2003 relating to the above announcements, which is attached hereto as Exhibit 99.1. ITEM 6. Not applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS a. No financial statements are required to be filed with this Report. b. No pro forma financial information is required to be filed with this Report. c. The following exhibit is filed as part of this Report: Exhibit No. Description 99.1 Press release issued by Gyrodyne Company of America, Inc. on September 15, 2003. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GYRODYNE COMPANY OF AMERICA, INC. By: /s/ Stephen V. Maroney -------------------------------------------------- Stephen V. Maroney President, Chief Executive Officer and Treasurer Date: September 15, 2003 EXHIBIT INDEX Exhibit No. Description 99.1 Press release issued by Gyrodyne Company of America, Inc. on September 15, 2003