**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K**

 

**(Mark One)**

 

|   | **x** | **ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|--------|-------|------------------------------------------------------------------------------------------|

  For the Fiscal Year ended January 3, 2009

**OR**

|   | **o** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|--------|-------|----------------------------------------------------------------------------------------------|

For the transition period from ________________ to _______________

 

**Commission File Number 0-599**

 

**THE EASTERN COMPANY**

(Exact name of registrant as specified in its charter)

 

|   | **Connecticut** | **06-0330020** |
|--------|-----------------|----------------|

|   | (State or other jurisdiction of | (IRS Employer |
|--------|---------------------------------|---------------|

|   | incorporation or organization) | Identification No.) |
|--------|--------------------------------|---------------------|

 

|   | **112 Bridge Street, Naugatuck, Connecticut** | **06770** |
|--------|-----------------------------------------------|-----------|

|   | (Address of principal executive offices) | (Zip Code) |
|--------|------------------------------------------|------------|

 

Registrant’s telephone number, including area code:  **(203) 729-2255**

 

Securities registered pursuant to Section 12(b) of the Act: **None**

 

Securities registered pursuant to Section 12(g) of the Act:

 

**Common Stock No Par Value**

(Title of Class)

 

Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.

|   | Yeso  No x |
|--------|------------|

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

|   | Yes o  No x |
|--------|-------------|

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                                                                                                       Yes **x**  No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): 

 

| Large accelerated filer o                                             | Accelerated filer **x**     |
|-----------------------------------------------------------------------|-----------------------------|
| Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Act).

|   | Yes o  No x |
|--------|-------------|

 

As of June 28, 2008, the last day of registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant was $80,980,629 (based on the closing sales price of the registrant’s common stock on the last trading date prior to that date). Shares of the registrant’s common stock held by each officer and director and shares held in trust by the pension plans of the Company have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. 

 

As of February 25, 2009, 5,965,681 shares of the registrant’s common stock, no par value per share, were issued and outstanding. 

 

**DOCUMENTS INCORPORATED BY REFERENCE**

Portions of the annual proxy statement dated March 17, 2009 are incorporated by reference into Part III.

 

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