-----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, HMvPK6ybl5FUAsr1iZKhdCxhY7A1a6AQXNT66cUynl7He+PR7n+6LPaJV9vK6DC1 AVfOhZVedcLRQLPFN8wpWA== 0001104659-07-000641.txt : 20070104 0001104659-07-000641.hdr.sgml : 20070104 20070104160141 ACCESSION NUMBER: 0001104659-07-000641 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070102 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070104 DATE AS OF CHANGE: 20070104 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: 07509411 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 a07-1211_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 (Date of earliest event reported):  January 2, 2007

ISONICS CORPORATION
(Exact name of registrant as specified in its charter)

California

 

001-12531

 

77-0338561

State of

 

Commission File

 

IRS Employer

Incorporation

 

Number

 

Identification No.

 

5906 McIntyre Street, Golden, Colorado 80403

Address of principal executive offices

303-279-7900

Telephone number, including
Area code

Not applicabl

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

 

 




 

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

On January 2, 2007, at a special meeting of shareholders held in Greenwood Village, Colorado, the Company’s shareholders approved an amendment to our Articles of Incorporation to increase the Company’s authorized capital from 75,000,000 shares of common stock to 175,000,000 shares.  On January 2, 2007 we filed a Certificate of Amendment to our Articles of Incorporation increasing our authorized capital with the California Secretary of State.  The Amendment became effective on January 3, 2007.   A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

The amendment does not affect the number of authorized shares of preferred stock.

A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01 — Other Events

At the January 2, 2007 special meeting of shareholders held in Greenwood Village, Colorado, two proposals were submitted to the shareholders for approval as set forth in Isonics Corporation’s proxy statement dated December 5, 2006:

1.                                       An amendment to our Articles of Incorporation to increase our authorized common stock to 175,000,000 shares.

2.                                       An amendment to our Articles of Incorporation to effect a reverse stock split of 1:1.5, 1:2, 1:3, OR 1:4 as finally selected by the Board of Directors at any time selected by the Board of Directors prior to December 31, 2007.

There was no solicitation contrary to Isonics’ proxy statement.

There were 47,802,474 shares of common stock outstanding as of the record date (December 4, 2006) and no shares of preferred stock.  38,276,651 shares of common stock were present at the meeting and constituted a quorum.

At the meeting, the shareholders approved both proposals, as follows:

 

 

For

 

Against

 

Abstain

Amendment to Increase Authorized Capital

 

35,529,706 shares

 

2,139,138 shares

 

607,807 shares

Amendment to effect a reverse stock split

 

36,076,898 shares

 

1,560,722 shares

 

639,031 shares

 

2




 

Item 9.01 — Financial Statements and Exhibits

(a)           Financial Statements of Businesses Acquired.

Not applicable.

(b)           Pro forma financial information.

Not applicable.

(c)           Shell company transactions.

Not applicable.

(d)                                 Exhibits

3.1                                 Certificate of Amendment to Articles of Incorporation of Isonics Corporation increasing the authorized shares of common stock to 175,000,000 shares.

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 4th day of January 2007.

Isonics Corporation

 

 

 

 

By:

/s/ James E. Alexander

 

 

James E. Alexander

 

 

President and Chief Executive Officer

 

3



EX-3.1 2 a07-1211_1ex3d1.htm EX-3

 

Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
ISONICS CORPORATION

The undersigned, James E. Alexander and John Sakys, hereby certify that:

1.             They are the President and the Secretary, respectively, of Isonics Corporation, a California corporation (“Isonics”).

2.             Article III, first sentence and paragraph (a), of the Articles of Incorporation of Isonics are amended to read as follows:

“The aggregate number of shares of capital stock which this corporation shall be authorized to issue is One Hundred Eighty-Two Million Six Hundred Fifty Thousand (182,650,000), which shall consist of:

(a)           One Hundred Seventy-Five Million (175,000,000) shares which shall be designated as Common Stock.”

3.             The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors of Isonics.

4.             The foregoing amendment of the Articles of Incorporation of Isonics has been duly approved by the required vote of shareholders in accordance with Section 902 of the California Corporations Code.  There are no shares of Preferred Stock outstanding.  Therefore, only the holders of Common Stock were entitled to vote with respect to the amendment.  The total number of outstanding shares of Common Stock is 47,802,474.  The number of shares of Common Stock that voted in favor of the amendment exceeded the vote required.  The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: January 2, 2007

/s/ James E. Alexander

 

James E. Alexander, President

 

 

 

/s/ John Sakys

 

John Sakys, Secretary

 



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