-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O+uKG2RrGkNmumrEmcN87T1hmi2wdquPKFPrjpl7EeNeG2mTZn5yjZXNCt69TXxu CHt84XJ4gfML+b5iPuGCpQ== 0001104659-06-007226.txt : 20060209 0001104659-06-007226.hdr.sgml : 20060209 20060209110932 ACCESSION NUMBER: 0001104659-06-007226 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060203 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060209 DATE AS OF CHANGE: 20060209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISONICS CORP CENTRAL INDEX KEY: 0001023966 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 770338561 STATE OF INCORPORATION: CA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21607 FILM NUMBER: 06591329 BUSINESS ADDRESS: STREET 1: 5906 MCINTYRE STREET CITY: GOLDEN STATE: CO ZIP: 80403 BUSINESS PHONE: 3032797900 MAIL ADDRESS: STREET 1: 5906 MCINTYRE STREET CITY: GOLDEN STATE: CO ZIP: 80403 8-K 1 a06-4606_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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: February 3, 2006

 

ISONICS CORPORATION

(Name of small business issuer as specified in its charter)

 

California

 

001-12531

 

77-0338561

State of
Incorporation

 

Commission File
Number

 

IRS Employer
Identification No.

 

 

 

 

 

5906 McIntyre Street, Golden, Colorado 80403

Address of principal executive offices

 

 

 

 

 

 

 

303-279-7900

 

 

Telephone number, including

Area code

 

 

 

 

 

 
 
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:

 

o    Written communications pursuant to Rule 425 under the Securities Act

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

 



 

Section 5 – Corporate Governance and Management

Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On February 3, 2006, the Board of Directors of Isonics Corporation amended Section 3.8 of its bylaws regarding notices for meetings of the Board of Directors.  Section 3.8, as amended, is included herewith as Exhibit 3.1 to this Form 8-K.

 

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits

 

(a)     Not applicable

 

(b)     Not applicable.

 

(c)     Not applicable.

 

(d)     Exhibits

 

Exhibit 3.1      Amendment to Section 3.8 of the Bylaws of Isonics Corporation

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 9th day of February 2006.

 

 

Isonics Corporation

 

 

 

 

 

By:

/s/ James E. Alexander

 

 

 

James E. Alexander

 

 

President and Chief Executive Officer

 

3


EX-3.1 2 a06-4606_1ex3d1.htm AMENDMENT TO SECTION 3.8 OF THE BYLAWS OF ISONICS CORPORATION

Exhibit 3.1

 

Amendment to Section 3.8 of the Bylaws of Isonics Corporation

Adopted by the Board of Directors on February 3, 2006

 

Section 3.8 of the Bylaws of Isonics Corporation is amended and replaced with the following:

 

3.8           Special Meetings; Notice.

 

Subject to the provisions of the following paragraph, special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board, the President, any Vice President, the Secretary or any two (2) directors.

 

Notice of the time and place of the Special Meetings shall be delivered personally or by telephone (including leaving a message on a voice messaging system) to each director or sent by first-class mail, telegram (charges prepaid), or electronic transmission, addressed to each director at that director’s address as it is shown on the records of the corporation.  Such address may include a director’s mailing address, facsimile telephone number or electronic mail address.  If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting.  If the notice is delivered personally or by telephone or by electronic transmission or by telegram, it shall be delivered personally or by telephone or by electronic transmission or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting.  Any notice given personally or by telephone (including a voice messaging system) may be communicated either to the director (including to his voice mail) or to a person at the office of the director where the person giving the notice has reason to believe will promptly communicate it to the director.  The notice need not specify the purpose of the meeting.

 

For purposes of delivering notice by electronic transmission, such notice may be delivered by (1) facsimile or electronic mail, (2) posting on an electronic message board or network which the corporation has designated for such communications provided that such electronically posted notice must be accompanied by a separate notice to the board member of such posting, or (3) other means of electronic communication.  In each case, electronic transmission by the corporation must (a) be to a director who has provided an unrevoked written consent to the use of that means of communication and (b) use a system that creates a record capable of retention, retrieval and review and allows the electronic communication to be converted into a clearly legible, tangible form.  Further, prior to delivering notice to a director by electronic transmission, the Secretary of the corporation shall have on file a manually signed paper consent from each director authorizing the corporation to deliver notice by electronic transmission, setting forth the applicable facsimile telephone number or electronic mail address, and containing an acknowledgement of receipt and understanding of the rights set forth in 15 U.S.C. § 7001(c)(1).  Not less frequently than annually, the Secretary of the corporation shall survey each of the directors who have consented to receive notice of meetings by electronic transmission to confirm that (i) the corporation has the correct address for electronic transmissions and (ii) each director understands the rights accorded by 15 USC 7001(c)(1).

 


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