neo-8k_20151022.htm

0001564590-15-008746.txt : 20151028 0001564590-15-008746.hdr.sgml : 20151028 20151028161240 ACCESSION NUMBER: 0001564590-15-008746 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151022 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151028 DATE AS OF CHANGE: 20151028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEOGENOMICS INC CENTRAL INDEX KEY: 0001077183 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 742897368 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35756 FILM NUMBER: 151180408 BUSINESS ADDRESS: STREET 1: 12701 COMMONWEALTH DRIVE STREET 2: SUITE 9 CITY: FORT MYERS STATE: FL ZIP: 33913 BUSINESS PHONE: 9419231949 MAIL ADDRESS: STREET 1: 12701 COMMONWEALTH DRIVE STREET 2: SUITE 9 CITY: FORT MYERS STATE: FL ZIP: 33913 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN COMMUNICATIONS ENTERPRISES INC DATE OF NAME CHANGE: 19990120 8-K 1 neo-8k_20151022.htm 8-K neo-8k_20151022.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 22, 2015

NEOGENOMICS, INC.

(Exact name of registrant as specified in its charter)



Nevada	001-35756	74-2897368
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)



12701 Commonwealth Drive, Suite 9, Fort Myers, Florida		33913
(Address of principal executive offices)		(Zip Code)

(239) 768-0600

(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:


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


¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Effective October 22, 2015, NeoGenomics, Inc. (the “Company”) amended its bylaws to (a) modify Section 2.2 therein to increase the authorized number of directors from eight (8) to ten (10) members, (b) add a new Article X therein entitled “Acquisition of Controlling Interest” in order for the Company to opt out of certain provisions of Nevada law pertaining to the acquisition of a controlling interest (currently set forth in NRS 78.378 to 78.3793, inclusive) and (c) add a paragraph to new Article XII (formerly Article XI) therein entitled “Interpretation” to state that Nevada law and the Company’s Articles of Incorporation (in that order of precedence) will and in all respects be considered senior and superior to the bylaws, with any inconsistency or conflict to be resolved in favor of Nevada law and the Company’s Articles of Incorporation (in that order of precedence), and with the bylaws to be deemed automatically amended from time to time to eliminate any inconsistency which may then exist. The text of each of the aforementioned amended provisions are filed herewith as Exhibit 3.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1Text of Amended Provisions to the Bylaws, effective October 22, 2015

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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 hereunto duly authorized.



		NEOGENOMICS, INC.

By:		/s/ George A. Cardoza
		George A. Cardoza
		Chief Financial Officer

Date: October 28, 2015

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Exhibit Index

Exhibit No.

Description

3.1

Text of Amended Provisions to the Bylaws, effective October 22, 2015

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EX-3.1 2 neo-ex31_37.htm EX-3.1 neo-ex31_37.htm

Exhibit 3.1

The Bylaws of NeoGenomics, Inc., a Nevada company (the “Bylaws”), are hereby amended as follows, effective October 22, 2015:

Section 2.2 Number and Qualification; Change in Number

(a) Subject to Section 2.2(b), the authorized number of directors of this Corporation shall be not less than two nor more than ~~eight~~ten (810), with the exact number to be established from time to time by resolution of the Board. All directors of this Corporation shall be at least twenty-one (21) years of age.

ARTICLE X

ACQUISITION OF CONTROLLING INTEREST

Unless the Articles of Incorporation expressly provide to the contrary, the provisions of Nevada law pertaining to the acquisition of a controlling interest (currently set forth in NRS 78.378 to 78.3793, inclusive), as the same now exists or may hereafter be amended or supplemented, do not and shall not apply to the Corporation or to an acquisition of a controlling interest specifically by types of existing or future stockholders, whether or not identified.

ARTICLE XIXII

INTERPRETATION

Reference in these Bylaws to any provision of Nevada law or the Nevada Revised Statutes shall be deemed to include all amendments thereto and the effect of the construction and determination of validity thereof by the Nevada Supreme Court.

Nevada law and the Articles of Incorporation (in that order of precedence) will and in all respects be considered senior and superior to these Bylaws, with any inconsistency or conflict to be resolved in favor of Nevada law and such Articles of Incorporation (in that order of precedence), and with these Bylaws to be deemed automatically amended from time to time to eliminate any inconsistency which may then exist.

Except as set forth above, and except for the renumbering of former ARTICLE X as new ARTICLE XI, the remaining provisions of the Bylaws shall not be amended hereby and shall remain in full force and effect.