-----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, DvTRP/WPAagNfV6njvoBrwFmXXZe0GI+ghoerj+Wuvyu0WFuiOz6ehfce+FWXmdm ZlzqNHcbt7F/gy8QvDggOw== 0001019687-09-002533.txt : 20090717 0001019687-09-002533.hdr.sgml : 20090717 20090717165928 ACCESSION NUMBER: 0001019687-09-002533 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090715 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090717 DATE AS OF CHANGE: 20090717 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: 09951342 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-071409.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): July 15, 2009 UNIVERSAL DETECTION TECHNOLOGY (Exact name of registrant as specified in its charter) California 000-14266 95-2746949 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 340 North Camden Drive, Suite 302 Beverly Hills, California 90210 (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 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 240.13(e)-4(c)) ================================================================================ ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. Effective July 14, 2009, the Board of Directors of Universal Detection Technology (the "Company") unanimously approved an amendment to Section 9 of Article II of the Company's Amended and Restated Bylaws (the "Bylaws"). Prior to the amendment, shareholders of the Company were not permitted to act by written consent unless the Company had only one shareholder. The referenced amendment of the Bylaws permits shareholders of the Company to act by written consent in the same manner as provided by the California General Corporation Law. This summary is qualified in its entirety by reference to the full text of (i) the Bylaws as filed with the Securities and Exchange Commission on April 15, 2002 as Exhibit 3.4 to the Company's Annual Report on Form 10-KSB for the year ended December 31, 2001, and (ii) Amendment No. 1 to the Bylaws, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1. The full text of each of these documents is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ------------------------------------------------------------------- 3.1 Amendment No. 1 to Amended and Restated Bylaws [SIGNATURE 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 15, 2009 EX-3.1 2 udt_8kex3-1.txt AMENDED AND RESTATED BYLAWS EXHIBIT 3.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED BYLAWS OF UNIVERSAL DETECTION TECHNOLOGY Effective as of July 14, 2009, the first paragraph of Section 9 of Article II of the Amended and Restated Bylaws of Universal Detection Technology (the "Corporation") hereby is amended and restated in its entirety as follows: "Section 9. ACTION WITHOUT MEETING. Any action that may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be provided by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote thereon were present and voted." I hereby certify that (a) I am the duly elected and acting Secretary of the Corporation, and (b) the foregoing amendment was duly adopted by resolution of the Board of Directors of the Corporation on July 14, 2009. IN WITNESS WHEREOF, I have hereunto subscribed my name as of July 14, 2009. /s/ Matin Emouna ------------------------- Matin Emouna Secretary -----END PRIVACY-ENHANCED MESSAGE-----