-----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, CzOB8ymeSyFwZlw/J9Uo1jCBpAzEDq4VAcGPJrRBEsXtTIrSq6X37ud4f5PBrR0L iiq1mTktfzkvRLB6PVZIrQ== 0000739944-07-000067.txt : 20071114 0000739944-07-000067.hdr.sgml : 20071114 20071114124433 ACCESSION NUMBER: 0000739944-07-000067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071109 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071114 DATE AS OF CHANGE: 20071114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDTOX SCIENTIFIC INC CENTRAL INDEX KEY: 0000739944 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 953863205 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11394 FILM NUMBER: 071242524 BUSINESS ADDRESS: STREET 1: 402 WEST COUNTY ROAD D CITY: ST PAUL STATE: MN ZIP: 55112 BUSINESS PHONE: 6126367466 MAIL ADDRESS: STREET 1: 402 WEST COUNTY ROAD D CITY: ST PAUL STATE: MN ZIP: 55112 FORMER COMPANY: FORMER CONFORMED NAME: EDITEK INC DATE OF NAME CHANGE: 19940902 FORMER COMPANY: FORMER CONFORMED NAME: ENVIRONMENTAL DIAGNOSTICS INC DATE OF NAME CHANGE: 19920703 8-K 1 form8-k110907.htm 8-K

 

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): November 9, 2007

 

MEDTOX SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

 

 

1-11394

 

95-3863205

(Commission File Number)

 

(IRS Employer

 

 

Identification No.)

 

402 West County Road D

St. Paul, Minnesota 55112

(Address of Principal Executive Offices) (Zip Code)

 

(651) 636-7466

(Registrant’s 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:

 

[

]

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

 

On November 9, 2007, the Board of Directors of MEDTOX Scientific, Inc. (the “Company”) unanimously approved an amendment to Section 1 of Article VI of the Company’s Bylaws (“Bylaws”) to allow for the issuance and transfer of uncertificated shares and thereby enable the Company to comply with Nasdaq Marketplace Rule 4350(l) (the “Direct Registration Rule”). The Direct Registration Rule requires Nasdaq-listed securities (such as the Company’s stock) to be eligible for a direct registration program operated by a clearing agency registered under Section 17A of the Exchange Act on and after January 1, 2008. A direct registration program allows for book-entry ownership of stock or other securities. Shares are owned, recorded and transferred electronically without issuance of physical stock certificates, which enables investors and broker-dealers to effect transactions without the risks and delays associated with transferring physical certificates. Section 1 of Article VI of the Company’s Bylaws previously provided that the interest of each stockholder would be evidenced by a physical stock certificate, and this Section now provides that shares of the Company may be certificated, uncertificated or a combination thereof. The Bylaws continue to provide that transfer of certificated shares shall only occur upon surrender of the certificate.

 

The above summary is qualified in its entirety by reference to the full text of the Amendment to the Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K. The full text of the Amendment to the Bylaws is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

 

 

Exhibit

 

 

No.

 

Description

 

 

 

3.1

 

Amendment to the Bylaws of MEDTOX Scientific, Inc.

 

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.

 

Date: November 14, 2007

 

 

MEDTOX Scientific, Inc.

 

 

By: /s/ Richard J. Braun

 

Richard J. Braun

 

Chief Executive Officer

 

EXHIBIT INDEX

 

 

 

Exhibit

 

 

No.

 

Description

 

 

 

3.1

 

Amendment to the Bylaws of MEDTOX Scientific, Inc.

 

 

 

 

 EX-3 2 ex3-1110907.htm EXHIBIT 3.1

Exhibit 3.1

 

AMENDMENT

TO THE

BYLAWS

OF MEDTOX SCIENTIFIC, INC.,

a Delaware corporation

 

Dated as of November 9, 2007

 

Section 1 of Article VI of the Bylaws is deleted in its entirety and replaced with the following:

 

ARTICLE VI

Stock

 

1.    Shares of the corporation may be certificated, uncertificated, or a combination thereof. Certificates representing shares shall be signed by the Chairman of the Board or the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall certify the number of shares represented. Where any such certificate is signed by a transfer agent other than the corporation or its employee, or by a registrar other than the corporation or its employee, the signatures of the Chairman of the Board, President, Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer upon such certificate may be facsimiles, engraved or printed. In case any such officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such before such certificate is issued, it may be issued by the corporation with the same effect as if such officer had not ceased to be such at the time of its issue.

 

Except as otherwise required by law, transfers of shares of stock of the corporation shall be made only on the books of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, or with a transfer clerk or a transfer agent appointed as in Section 4 of this Article provides, and, in the case of certificated shares, on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation. The Board may, from time to time, make such additional rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer, or registration of shares of the capital stock of the corporation.

 

 

 

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