-----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, OWZKMJ3+lYFP11QFpnxE5VF03e1rjTludYxkSY+9IVNEPZ1R7gCwD/oTm7n8WKRc qLYg5j5Z96bK6vEaS7DGgQ== 0001019687-07-003221.txt : 20070927 0001019687-07-003221.hdr.sgml : 20070927 20070927171733 ACCESSION NUMBER: 0001019687-07-003221 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070925 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070927 DATE AS OF CHANGE: 20070927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL DETECTION TECHNOLOGY CENTRAL INDEX KEY: 0000763950 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 952746949 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09327 FILM NUMBER: 071140025 BUSINESS ADDRESS: STREET 1: 9595 WILSHIRE BOULEVARD, SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 3102483655 MAIL ADDRESS: STREET 1: 9595 WILSHIRE BOULEVARD, SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: POLLUTION RESEARCH & CONTROL CORP /CA/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DASIBI ENVIRONMENTAL CORP DATE OF NAME CHANGE: 19900529 8-K 1 udt_8k-092707.txt 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): September 27, 2007 (September 25, 2007) UNIVERSAL DETECTION TECHNOLOGY (Exact name of Registrant as specified in charter) California 95-2746949 (State or other jurisdiction (IRS Employer of incorporation) Identification Number) 000-14266 (Commission File Number) 9595 Wilshire Blvd., Suite 700 Beverly Hills, California 90212 (Address of principal executive offices) Registrant's telephone number, including area code: (310) 248-3655 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 (see General Instruction A.2 below). |_| 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 CFR240.14a-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 240.13(e)-4(c)) ITEM 8.01 OTHER EVENTS. On September 25, 2007, Universal Detection Technology (the "Company") filed a Certificate of Amendment to its Articles of Incorporation (the "Amendment") with the Secretary of State of the State of California increasing its number of authorized shares of common stock from 480,000,000 to 20,000,000,000 after the Company's shareholders approved the action at a meeting of shareholders held on September 24, 2007. The shareholders also gave the Board of Directors of the Company authorization, in its discretion, to effect a 200:1 reverse stock split prior to the next annual meeting of shareholders. A copy of the filed Amendment is attached as Exhibit 3.4 to this report. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Item - ------------- ---------------------------------------------------------------- 3.6 Certificate of Amendment of Articles of Incorporation 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. UNIVERSAL DETECTION TECHNOLOGY By: /s/ Jacques Tizabi --------------------------- Jacques Tizabi Chief Executive Officer Dated: September 27, 2007 EX-3.6 2 udt_8k-ex0306.txt AMENDMENT TO ARTICLES EXHIBIT 3.6 CERTIFICATE OF AMENDENT OF ARTICLES OF INCORPORATION OF UNIVERSAL DETECTION TECHNOLOGY Jacques Tizabi and Michael Collins certify that: 1. They are the President and the Secretary, respectively, of UNIVERSAL DETECTION TECHNOLOGY, a California corporation (the "Corporation"). 2. The first paragraph of Article IV of the Articles of Incorporation of the Corporation, entitled "General" is amended to read in its entirety as follow: "IV General ------- This Corporation shall be authorized to issue a total of Twenty Billion Twenty Million (20,020,000,000) shares of all classes of stock. Of such total number of shares of stock, Twenty Billion (20,000,000,000) shares are authorized to be Common Stock, each of which shall have no par value ("Common Stock"), and Twenty Million (20,000,000) shares are authorized to be Preferred Stock, each of which shares shall have a par value of $0.01 per shares ("Preferred Stock")." 3. The foregoing amendment to the Articles of Incorporation of the Corporation has been duly approved by the Corporation's Board of Directors. 4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Sections 902 and 903, California Corporations Code. The total number of outstanding Common Shares of the Corporation entitled to vote thereon was 465,831,410 and there are no outstanding shares of Preferred Stock of the Corporation outstanding. The number of shares voting in favor of the Amendment equaled or exceeded the vote required which was a majority of the shares. The percentage voted was more than 50%. We further declare under penalty or 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. DATE: September 24, 2007 /s/ Jacques Tizabi ------------------------------------- Jacques Tizabi, President /s/ Michael Collins ------------------------------------- Michael Collins, Secretary -----END PRIVACY-ENHANCED MESSAGE-----