Exhibit 3.1
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
| March 15, 2013 | 333-132456 |
| Date of Report (Date of earliest event reported) | Commission File Number |
SECURITY DEVICES INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
| Delaware | 71-1050654 |
| (State or other jurisdiction of incorporation or | (I.R.S. Employer Identification Number) |
| organization) |
1101 Pennsylvania Ave., NW, 6th
Floor
Washington, DC 20004
(Address of
Principal Executive Offices) (Zip Code)
(905) 582-6402
(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 |
On March 20, 2013 Security Devices International Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a certificate of amendment (the “Amendment”) to the Company’s certificate of incorporation. The Amendment increased the number of authorized shares of the Company’s common stock, par value $0.001, from 50,000,000 to 100,000,000. The Amendment was approved by the shareholders of the Company on March 15, 2013 at the annual meeting of shareholders, further discussed in Item 5.07 herein.
| Item 5.07 | Submissions of Matters to a Vote of Security Holders |
On March 15, 2013 the Company held an annual meeting of shareholders. At the meeting, the shareholders of the Company (1) elected all five (5) of the Company’s director nominees (2) ratified the appointment of Schwartz Levitsky Feldman LLP as the Company’s independent registered public accounting firm for the fiscal year 2013 (3) approved and adopted the Amendment increasing the number of authorized shares of common stock of the Company from 50,000,000 to 100,000,000 common shares.
The following is a tabulation of the votes for each individual director nominee.
| Director | For | Against | Abstain | Withheld |
| Gregory Sullivan | 18,579,702 | 0 | 0 | 0 |
| Boaz Dor | 18,579,702 | 0 | 0 | 0 |
| Allen Ezer | 18,579,702 | 0 | 0 | 0 |
| Duane Parnham | 18,579,702 | 0 | 0 | 0 |
| David Goodbrand | 18,579,702 | 0 | 0 | 0 |
The following is a tabulation of the votes for each of the following: the approval and adoption of the Amendment to the authorized share capital of common stock of the Company and the ratification of the appointment of Schwartz Levitsky Feldman LLP.
| Item Approved | For | Against | Abstain |
| The Amendment | 18,705,840 | 35,000 | 0 |
| Ratification of the Independent Auditors | 18,740,840 | 0 | 0 |
| Item 9.01 | Financial Statements and Exhibits |
| (a) |
Financial Statements of Business Acquired. |
Not applicable.
| (b) |
Pro Forma Financial Information. |
Not applicable.
| (c) |
Shell Company Transaction. |
Not applicable.
2
| (d) |
Exhibits. |
| 3.1 |
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.
| SECURITY DEVICES INTERNATIONAL INC. | |
| March 21, 2013 | /s/ Boaz Dor |
| Name: Boaz Dor | |
| Title: Secretary |
3
Exhibit 3.1