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

 

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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

 

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