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~~June 3120, 2013

FORTUNE INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

INDIANA
(State of incorporation or organization)

~~001~~0-32543 (Commission file number)

20-2803889
(I.R.S. Employer
Identification No.)

6402 CORPORATE DRIVE
INDIANAPOLIS, INDIANA 46278
(Address of principal executive offices)

(317) 532-1374
(Registrant’s Telephone Number,
Including Area Code)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 25.0307. ~~Creation~~Submission of aMatters ~~Direct~~to ~~Financial~~a ~~Obligation~~Vote ~~or an Obligation under an Off-Balance Sheet Arrangement~~ of aSecurity ~~Registrant~~Holders.

On ~~May~~June 3120, 2013, ~~the~~Fortune ~~Company’s~~Industries, ~~majority~~Inc. ~~shareholder~~ (the ~~“Fortune~~ ~~Estate~~“Company”) held ~~entered~~its ~~into~~Special anMeeting ~~off-balance~~of ~~sheet~~Shareholders ~~arrangement~~(the ~~through~~“Meeting”). Of the ~~execution~~12,287,290 shares of athe ~~forbearance~~Company’s ~~agreement~~common ~~(Forbearance~~stock ~~Agreement)~~outstanding ~~with~~and aeligible ~~bank,~~to ~~the~~vote ~~expectation~~at ofthe ~~which~~Special ~~had~~Meeting, ~~been~~8,259,927 ~~disclosed~~shares inwere ~~previous~~present ~~filings.~~either ~~Under~~in ~~the~~person ~~terms~~or ofby ~~the~~proxy. ~~Forbearance~~The ~~Agreement,~~matter ~~the~~voted ~~bank~~upon ~~has~~was ~~agreed~~a proposal to ~~release~~adopt ~~its~~and ~~interest~~approve inan ~~100%~~Agreement ofand ~~the~~Plan ~~Fortune~~of ~~Estate’s 296~~Merger,~~180~~ ~~shares~~dated as of ~~Fortune~~March ~~Industries~~26, ~~Inc.~~2012, ~~Series C~~as ~~Preferred~~amended ~~Stock~~on ~~and~~May 716,~~344~~ 2012,~~687~~ ~~shares~~by ofand ~~the~~among ~~Company’s Common Stock upon consummation of the proposed merger agreement with~~ CEP, Inc., a Tennessee corporation (“~~CEP~~Parent”)., AsCEP aMerger ~~result~~Sub Inc., ina ~~the~~Tennessee ~~Company’s~~corporation ~~Form 10~~and wholly-Qowned ~~for~~subsidiary ~~the~~of ~~nine~~Parent ~~months~~and ~~ended March~~Fortune 31Industries, ~~2013~~Inc., ~~filed~~an onIndiana ~~May 15~~corporation, ~~2013,~~and ~~the~~to ~~Company~~approve ~~reported~~the amerger ~~one-time~~contemplated thereby. ~~non-recurring~~The ~~impairment~~proposal ~~charge~~was ofapproved, ~~$3.9~~and ~~million~~the ~~during~~results of the ~~quarter~~ ~~ended~~voting ~~March~~were ~~31,~~as ~~2013.~~follows:

The impairment charge reduces the Company’s goodwill from its previous value of $12.4 million to its anticipated balance of $8.5 million after the expected merger arrangement with CEP.

Votes For				Votes Against				Abstentions				Broker Non-Votes
	7,954,462				287,475				10,140				7,850

ITEM 9.01. Financial Statements and Exhibits

~~None~~99.1 – Press release dated June 21, 2013.

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, thereunto duly authorized.

		FORTUNE INDUSTRIES, INC.
Date: May 31, 2013		By: /s/ Tena Mayberry
Date: June 21, 2013		By: /s/ Tena Mayberry
		Tena MayberryChief Executive Officer

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