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): January 22, 2009

Federal Signal Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-6003		36-1063330
(State or other jurisdiction		(Commission File		(IRS Employer
of incorporation)		Number)		Identification No.)

1415 W. 22nd Street, Oak Brook, Illinois		60523
(Address of principal executive offices)		(Zip Code)

(630) 954-2000
(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:

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

þ		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 8.01		Other Events

On January 22, 2009, Federal Signal Corporation (“the Company”) issued a press release and an employee communication reporting that it had received a notice from Warren B. Kanders that he intends to nominate three individuals to the Company’s Board of Directors at the 2009 annual meeting of stockholders.

A copy of the press release and the employee communication are furnished as Exhibits and are incorporated herein by reference.

Item 9.01		Financial Statements and Exhibits

(d)

Exhibits

	99.1		Press Release, dated January 22, 2009
	99.2		Employee Communication, dated January 22, 2009

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.