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U:\Sec\8-K 2Q 06.doc
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 24, 2006
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PARK ELECTROCHEMICAL CORP.
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(Exact Name of Registrant as Specified in Charter)
New York 1-4415 11-1734643
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
No.)
48 South Service Road, Melville New York 11747
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (631)465-3600
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Not Applicable__ _____________
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))
Item 5.02. Departure of Directors or Principal Officers;
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Election of Directors; Appointment of Principal
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Officers; Compensation Arrangements of Certain
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Officers.
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(b) and (c) On October 24, 2006, The Board of Directors
of Park Electrochemical Corp. (the "Company") elected James
L. Zerby as its Vice President and Chief Financial Officer.
In this capacity, he will serve as the Company's principal
financial officer and principal accounting officer. Prior
to his election as Vice President and Chief Financial
Officer, Mr. Zerby was Vice President and Controller of the
Company. Prior to his employment by the Company, which
commenced on July 24, 2006, Mr. Zerby was Chief Financial
Officer of Photocircuits Corporation, a manufacturer of
printed circuit boards, in Glen Cove, New York from 1991 to
March 2006, Chairman and Chief Executive Officer of Redcor
Properties, Inc., a land development, construction and
rental property management company, in Gwynedd Valley,
Pennsylvania from 1987 to 1991, Vice President, Finance and
Administration of Gas Spring Corporation, a manufacturer of
pneumatic counter balance units for the automotive industry,
in Colmar, Pennsylvania from 1975 to 1987 and an audit
manager at Coopers & Lybrand in Philadelphia, Pennsylvania
from 1965 to 1975. Mr. Zerby is 63 years old. There is no
family relationship between Mr. Zerby and any director or
other officer of the Company. Mr. Zerby, and each other
officer or other Company, serves at the pleasure of the
Board of Directors of the Company. Mr. Zerby does not own
any shares of common stock of the Company. Mr. Zerby does
not have an employment agreement with the Company.
Upon Mr. Zerby's election as the Company's Vice
President and Chief Financial Officer as described above,
James W. Kelly, the Company's Vice President, Taxes and
Planning, ceased to perform the functions similar to those
performed by a principal financial officer of the Company.
Mr. Kelly continues to serve as the Company's Vice
President, Taxes and Planning.
SIGNATURE
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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.
PARK ELECTROCHEMICAL CORP.
Date: October 27, 2006 By:/s/ Stephen E. Gilhuley
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Name: Stephen E. Gilhuley
Title: Executive Vice President,
Secretary and General Counsel