-----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, MVfogHFGJ3XozpLh7h+sHWfug42o+fOlVKZSaeoDybOVKFv0diulpDTXhHYdC0qZ 0BcdW6iNtmHapEMgTTiIYA== 0001019687-08-003224.txt : 20080725 0001019687-08-003224.hdr.sgml : 20080725 20080725163629 ACCESSION NUMBER: 0001019687-08-003224 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080725 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080725 DATE AS OF CHANGE: 20080725 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: 08971161 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-072508.txt CURRENT REPORT ON FORM 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): July 25, 2008 UNIVERSAL DETECTION TECHNOLOGY (Exact name of Registrant as specified in charter) California 000-14266 95-2746949 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification 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 July 25, 2008, Universal Detection Technology, a California corporation (the "Company"), filed a Certificate of Amendment to its Articles of Incorporation (the "Amendment") with the Secretary of State of the State of California after stockholders approved to effect a reverse stock split of the Common Stock of the Company in the ratio of two-hundred for one (200:1). As a result of the reverse stock split, the Company's issued and outstanding Common Stock has decreased from 2,842,231,239 to 14,211,156. To effect the reverse stock split on the Over-the-Counter Bulletin Board ("OTCBB"), the Company's Common Stock was assigned a new trading symbol. Effective at the opening of business on Monday, July 28, 2008, the Company's new trading symbol on the OTCBB will be UNDT. 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 - ------------- ---------------------------------------------------------------- 3.4 Certificate of Amendment of Articles of Incorporation [SIGNATURES PAGE FOLLOWS] 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: July 25, 2008 EX-3.4 2 udt_8k-ex304.txt CERTIFICATE OF AMENDMENT Exhibit 3.4 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF UNIVERSAL DETECTION TECHNOLOGY Jacques Tizabi certifies that: 1. He is the President and the Secretary, of UNIVERSAL DETECTION TECHNOLOGY, a California corporation (the "Corporation"). 2. Article IV of the Articles of Incorporation of the Corporation is hereby amended to read as follows: "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 authorized to be Preferred Stock, each of which shares shall have a par value of $0.01 per shares ("Preferred Stock"). REVERSE STOCK SPLIT Upon filing this Certificate of Amendment to the Articles of Incorporation of the Corporation (the "Split Effective Date"), each 200 shares of Common Stock, no par value per share, of the Corporation issued and outstanding or held as treasury shares immediately prior to the Split Effective Date (the "Old Common Stock") shall automatically without any action on part of the holder thereof, be reclassified and changed into one (1) share of common stock, no par value per share (the "New Common Stock"), of the Corporation. If any conversion of Old Common Stock hereunder would create a fractional share, such fractional share shall be rounded up to the nearest whole number of shares of Common Stock. PREFERRED STOCK Subject to the limitations prescribed by law, the Board of Directors is authorized to provide for the issuance of shares of Preferred Stock authorized hereby in one or more series, and, by filing a certificate pursuant to the applicable law of the State of California, to establish from time to time the number of shares of each such series and the relative rights, preferences, powers, qualifications, limitations and restrictions thereof. With respect to any series of Preferred Stock that is established by the Board of Directors, the Board is authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of such series subsequent to the issue of shares of that series. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series." 3. The foregoing amendment to the Articles of Incorporation has been duly approved by the Board of Directors. 4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding common shares of the Corporation entitled to vote with respect to this amendment is 465,831,410 and there are no outstanding preferred shares of the Corporation. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%. I further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of my own knowledge. Dated: July 25, 2008 /s/ Jacques Tizabi --------------------------------- Jacques Tizabi, President and Secretary -----END PRIVACY-ENHANCED MESSAGE-----