UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON,~~ Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

~~PURSUANT~~ TOPursuant ~~SECTION~~to Section 13 ORor 15(d) OFof the Securities Exchange Act of 1934

~~THE~~ ~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): May 8, 2017

Date of Report (Date of earliest event reported) January 30, 2017

THE DEWEY ELECTRONICS CORPORATION

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

New York (State or other jurisdiction of incorporation) 0-2892 (Commission File Number) 13-1803974 (I.R.S. Employer Identification Number)

NEW YORK	0-2892	13-1803974
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

27 Muller Road
Oakland, New Jersey		07436
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (201) 337-4700

	Not Applicable
(Former name or former address, if changed since last report)

27 Muller Road Oakland, New Jersey (address of principal executive offices) 07436 (Zip Code)

Registrant's telephone number, including area code: (201) 337-4700

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

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Soliciting material pursuant to Rule 14a–12 under the Exchange Act

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Pre-commencement communications pursuant to Rule 14d–2(b) under the Exchange Act

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Pre-commencement communications pursuant to Rule 13e–4(c) under the Exchange Act

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

DEPARTURE ~~Effective as~~OF ofDIRECTORS ~~January~~OR ~~30,~~CERTAIN ~~2017,~~OFFICERS; ~~the~~ELECTION ~~Company~~OF ~~adopted amended and restated~~DIRECTORS; ~~by-laws~~APPOINTMENT ~~(the~~OF ~~“Amended~~CERTAIN ~~and~~OFFICERS; ~~Restated~~COMPENSATORY ~~By-laws”).~~ARRANGEMENTS ~~A copy of~~OF ~~the~~CERTAIN Amended and Restated By-laws is filed herewith as Exhibit 3(b) and is incorporated herein by reference. Among the new provisions in the Amended and Restated By-laws are the requirements that, to be timely, a shareholder’s notice of any proposal of business to be brought before the annual meeting of shareholders, or any shareholder intent to nominate one or more persons for election as directors at such meeting, in each case must be delivered to the secretary of the corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting, subject to certain terms and conditions. The foregoing is subject in its entirety to the express terms of the Amended and Restated By-laws attached hereto and incorporated herein by reference.OFFICERS

Effective ~~Item~~May 98.01 2017, James Link resigned from the Board of Directors of The Dewey Electronics Corporation (the “Company”) and Evan Wax was elected to the Board. ~~Financial~~In ~~Statements~~April of 2011, Mr. Wax founded and since ~~Exhibits~~then has been the portfolio manager of Wax Asset Management, an investment firm. Wax Asset Management is a long-term shareholder in Dewey Electronics and holds a beneficial ownership stake of 18% of the Company. Mr. Wax graduated from Yale University, from which he received a B.A. in Economics.

There are no related party transactions between the Company and Mr. Wax that would require disclosure under Item 404(a) of Regulation S-K, or arrangements or understandings in connection with Mr. Wax's election to the Board. No determinations have been made as to the service by Mr. Wax on committees of the Board.

ITEM 8.01.

OTHER EVENTS

On May 12, 2017, the Company filed a Form 15 with the Securities and Exchange Commission to voluntarily deregister its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended. The Company is eligible to deregister its common stock by filing a Form 15 under Section 12(g) of the Exchange Act because the Company has fewer than 300 holders of record. The Company’s obligation to file periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, under Section 13(a) of the Exchange Act were suspended upon filing the Form 15. The deregistration under Section 12(g) of the Exchange Act is expected to be effective 90 days after filing the Form 15 at which time the Company’s other filing requirements under Section 13(a) of the Exchange Act will terminate.

The decision of the Company’s Board of Directors to deregister its common stock was based on the consideration of numerous factors, including the substantial cost savings to the Company as a result of the elimination of SEC reporting requirements, including the costs relating to preparing and filing periodic reports and other SEC documents, legal and accounting costs, compliance costs and other public reporting company-related.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Number		Exhibit
3(b)		Amended and Restated Bylaws

Number

1 Exhibit

99.1

Press release dated May 12, 2017.

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.

	THE DEWEY ELECTRONICS CORPORATION
Date: January 30, 2017	By:	/s/ John H. D. Dewey
Date: May 12, 2017	By:	/s/ John H. D. Dewey
		John H. D. Dewey
		President and Chief Executive Officer

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