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):   October 17, 2011

Ferro Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Ohio 1-584 34-0217820
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
6060 Parkland Boulevard, Mayfield Heights, Ohio   44124
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   216-875-5600

1000 Lakeside Avenue, Cleveland, OH 44114
______________________________________________
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.

The Board of Directors of Ferro Corporation (the "Company") has approved a relocation of the Company's principal office. Effective October 17, 2011 the principal office of the Company is 6060 Parkland Boulevard, Mayfield Heights, Ohio. The Company's Board of Directors also approved an amendment to the Eleventh Amended Articles of Incorporation of the Company by changing the Second Article thereof so that, as amended and effective on October 17, it states that the Company's principal office is located in the City of Mayfield Heights, Cuyahoga County in the state of Ohio. The Second Article previously stated that the Company's principal office was located in Cleveland, Cuyahoga County, Ohio.

The Amendment to the Eleventh Amended Articles of Incorporation is attached, hereto, as Exhibit 3.1.





Item 7.01 Regulation FD Disclosure.

A press release announcing the change in the principal office of Ferro Corporation to Mayfield Heights, Ohio was issued on October 17, 2011. A copy of the press is attached, hereto, as Exhibit 99.1.





Item 9.01 Financial Statements and Exhibits.

Exhibit 3.1: Amendment to the Eleventh Amended Articles of Incorporation of Ferro Corporation
Exhibit 99.1: Press release





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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.

         
    Ferro Corporation
          
October 17, 2011   By:   Thomas R. Miklich
       
        Name: Thomas R. Miklich
        Title: Vice President and Chief Financial Officer

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Exhibit Index


     
Exhibit No.   Description
 
3.1
  Amendment to the Eleventh Amended Articles of Incorporation for Ferro Corporation
99.1
  Press release
         
       

www.sos.state.oh.us
e-mail: busserv@sos.state.oh.us 		  Prescribed by:
The Ohio Secretary of State 		 
Expedite this Form: (Select One)
Mail Form to one of the Following:
    Central Ohio: (614) 466-3910
Toll Free: 1-877-SOS-FILE
(1-877-767-3453) 		 
       /  Yes:   PO Box 1390
Columbus, OH 43216
 
*** Requires an additional fee of $100 ***
 
X /   No:   PO Box 1028
Columbus, OH 43216

Certificate of Amendment by Directors
or Incorporators to Articles
(Domestic)
Filing Fee $50.00  

(CHECK ONLY ONE (1) BOX)

     
(1) X / Amendment by Directors
             / Amended by
Directors     (123-AMDD)
 
(2)        / Amendment by Incorporators
              / Amended by Incorporators     (124-AMDI)

Complete the general information in this section for the box checked above.
Name of Corporation      Ferro Corporation
Charter Number      88224
           Please check if additional provisions attached hereto are incorporated herein and made a part of these articles of organization.

Complete the information in this section if box (1) is checked
Name and Title of Officer:
Mark H. Duesenberg
(name)

VP, Gen. Counsel & Sec.
(title)

(CHECK ONLY ONE (1) BOX)
         A meeting of the directors was duly called and held on    (Date):                        

X / In an writing signed by all the Directors pursuant to section 1701.54 of the ORC
The following resolution was adopted pursuant to section 1701.70(B) (7) of the ORC:

(Insert proper paragraph number)

 
 
See attached Exhibit A
 
     
 
     
 
     
 
     
 
     
 

1

Complete the information in this section if box (2) is checked.

WE, the undersigned, being all of the incorporators of the above named corporation, do certify that the subscriptions to shares have not been received and the initial directors are not named in the ariticles. We hereby have elected to amend the articles as follows:

 
     
 
     
 
     
 
     
 
     
 
     
 

REQUIRED     
Must be authenticated (signed) by an
authorized representative              

             
    /s/ Mark H. Duesenberg       October 14, 2011
(See Instructions)   Authorized Representative       Date
    Mark H. Duesenberg        
    (Print Name)        
   
VP, General Counsel & Secretary
 
 
   
 
     
   
        
               
   
 
       
   
Authorized Representative
      Date
   
 
 
 
   
       
 
 
   
 
 
 
   
(Print Name)
 
 
   
 
 
 
   
 
 
 
   
       
            
   
 
       
   
Authorized Representative
      Date
   
 
 
 
   
        
 
 
   
 
 
 
   
(Print Name)
 
 
   
 
 
 

2

EXHIBIT A

RESOLVED, that upon the effective date of the relocation to 6060 Parkland Boulevard, Mayfield Heights, Ohio, the Eleventh Amended Articles of Incorporation of the Company be and hereby are, amended by changing the Second Article thereof so that, as amended, said Article shall be and read as follows:

The place in the State of Ohio where its principal office is to be located is the City of Mayfield Heights, Cuyahoga County.

FURTHER RESOLVED, that the Certificate of Amendment of the Eleventh Amended Articles of Incorporation shall become effective upon filing with the Secretary of State of the State of Ohio.

103942352.1

3

IMMEDIATE RELEASE

Ferro Global Headquarters Relocation

CLEVELAND, OH—SEPTEMBER 17, 2011— The global headquarters for Ferro Corporation has been relocated to Mayfield Heights, Ohio. The new location allows consolidation of several office locations and approximately 150 employees from the Cleveland metropolitan area into a single site. Ferro will continue to occupy a technology development center and a shared-services office in Independence, Ohio in addition to the new headquarters offices. The address for the new headquarters location, effective now, is:

Ferro Corporation
6060 Parkland Boulevard
Mayfield Heights, Ohio 44124

About Ferro Corporation

Ferro Corporation (www.ferro.com) is a leading global supplier of technology-based performance materials for manufacturers. Ferro materials enhance the performance of products in a variety of end markets, including electronics, solar energy, telecommunications, pharmaceuticals, building and renovation, appliances, automotive, household furnishings, and industrial products. Headquartered in Cleveland, Ohio, the Company has approximately 5,000 employees globally and reported 2010 sales of $2.1 billion.

# # #

MEDIA CONTACTS:
Mary Abood
Director, Corporate Communications, Ferro Corporation
Phone: 216-875-5401
E-mail: Mary.Abood@ferro.com

INVESTOR CONTACT:
David Longfellow
Director, Investor Relations, Ferro Corporation
Phone: 216-875-5488
E-mail: David.Longfellow@ferro.com