ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 30, 2012, Mr. Paul J. Hayes resigned from the Registrant's Board of Directors. Mr. Hayes' resignation was not due to a disagreement with the Registrant on any matter relating to the Registrant's operations, policies or practices.

ITEM 8.01. Other Items.

On August 16, 2012, a Stipulation of Dismissal with Prejudice was filed with the Superior Court of Indiana, Marion County Circuit in a purported class action lawsuit, captioned Mark Haagen, individually and on behalf of others similarly situated v. Tena Mayberry, Carter M. Fortune, Paul J. Hayes, David A. Berry, Richard F. Suja, Fortune Industries, Inc., CEP, Inc., and CEP Merger Sub, Inc. filed in April 2012. The parties agreed to dismiss the action prior to the Defendants filing an answer to the complaint. Because the action was dismissed with prejudice, Plaintiff is precluded from bringing another action on this claim. Neither Plaintiff nor his counsel received any payment in connection with the dismissal.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

99.01 Press Release of Fortune Industries, Inc. dated September 4, 2012