8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 
June 14, 2013

Date of Report (Date of earliest event reported)

MICRO IMAGING TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

California

(State or other jurisdiction)

0-16416

(Commission File Number)

33-0056212

  (I.R.S. Employee Identification No.)           

                                                                        
970 Calle Amanacer, Suite F, San Clemente, California 92673

(Address of principal executive offices)

(949) 388-4546

(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))

EXPLANATORY NOTE

This Form 8-K/A is being filed as an amendment to the Current Report on Form 8-K filed on June 14, 2013 (the “Original 8-K”) by Micro Imaging Technology, Inc. (the “Company”) to include Exhibit 3.1 filed herewith. No other changes have been made to the Original Report.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

On February 19, 2013, the Company filed a Certificate of Amendment of its Articles of Incorporation with the Secretary of State of the State of California with reference to a reverse stock split with respect to its issued and outstanding Common Stock par value $0.01 (“Common Stock”), Convertible Preferred Stock par value $0.01 (“Convertible Preferred Stock”), Class B Common Stock par value $0.01 (“Class B Common”), and Preferred Stock par value $1.00 (“Preferred Stock”). A copy of the Certificate of Amendment is attached to this Report as Exhibit 3.1(a).  There currently are no shares of the Class B Common or Preferred Stock issued our outstanding. On June 14, 2013 (the “Effective Date”), the Company effectuated its previously announced reverse stock split with respect to its Common Stock par value $0.01 (“Common Stock”) and Convertible Preferred Stock par value $0.01 (“Convertible Preferred Stock”). On the Effective Date, the Company implemented a one for 500 share reverse split of its Common Stock and Convertible Preferred Stock.  On the Effective Date, the Company’s pre-split 2,470,621,243 shares of Common Stock became 4,941,243 post-split shares of Common Stock and the Company’s pre-split 2,600,000 shares of Convertible Preferred Stock became 5,200 post-split shares of Convertible Preferred Stock.  In connection with the reverse split, the number of the Company’s authorized shares of Common Stock was decreased from 2,500,000,000 to 25,000,000 shares.  Commencing June 14, 2013 and for 20 business days thereafter, the Company’s Common stock will trade under the ticker symbol “MMTCD”.  Thereafter, the ticker symbol will revert back to “MMTC”.  For further information, please refer to the Company’s Schedule 14C Information Statement filed with the U.S. Securities and Exchange Commission on March 20, 2013.

Item 8.01 Other Events.

Please refer to Item 5.03, above.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

3.1(a)*         Certificate of Amendment of Articles of Incorporation of Micro Imaging Technology, Inc.

* Filed herewith.

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.

MICRO IMAGING TECHNOLOGY, INC.

/s/ Jeffrey Nunez

Jeffrey Nunez, President

Dated: June 14, 2013

EX-3.1A

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF MICRO IMAGING TECHNOLOGY  

JEFFREY NUNEZ and CATHERINE PATTERSON certify that:

1. They are the President and Corporate Secretary, respectively, of Micro Imaging Technology. Inc., a California corporation.

2. ARTICLE THREE (a) of the Articles of Incorporation is hereby amended to read as follows:

The Corporation is authorized to issue four classes of shares designated Convertible Preferred Stock, Preferred Stock, Common Stock, and Class B Common Stock. The number of shares of Convertible Preferred Stock authorized to be issued is 2,600,000 shares of $0.01 par value; the number of shares of Preferred Stock authorized to be issued is 1,000,000 shares of $1.00 par value; the number of shares of Common Stock authorized to be issued is 25,000,000 shares of $0.01 par value; and the number of shares of Class B Common Stock authorized to be issued is 83,983 shares of $0.01 par value. The rights, preferences, provisions, and restrictions imposed upon the four classes of shares are set forth in the succeeding Sections of Article THREE.

A paragraph is added to Article Three after the current first paragraph in Article Three of the Certificate to read as follows:

At the initial date and time of the effectiveness of this Certificate of Amendment (the Reverse Split Effective Time), the following recapitalization (the Reverse Stock Split) shall occur: (i) each five hundred (500) shares of Common Stock of the Corporation issued and outstanding immediately prior to the Reverse Split Effective Time shall be exchanged and combined into one share of Common Stock; (ii) each five hundred (500) shares of Convertible Preferred Stock, Preferred Stock and Class B Common Stock of the Corporation issued and outstanding immediately prior to the Reverse Split Effective Time shall be exchanged and combined into one share of Convertible Preferred Stock, Preferred Stock or Class B Common Stock, respectively. The Reverse Stock Split will be effected on a certificate-by-certificate basis, and any fractional shares resulting from such combination shall be rounded up to the nearest whole share on a certificate-by-certificate basis. The Reverse Stock Split shall occur automatically without any further action by the holders of the shares of Common Stock and Preferred Stock (as defined below) affected thereby. All rights, preferences and privileges of the Common Stock and the Preferred Stock have been adjusted to reflect the Reverse Stock Split (that is, all numeric references and other provisions included in this Certificate of Amendment have already given effect to, and no further adjustment shall be made on account of, the Reverse Stock Split).

3. The Amendment herein set forth has been duly approved by the Board of Directors.

4. The Amendment herein set forth has been duly approved by the required vote of the shareholders in accordance with California Corporations Code Sections 902, et seq. The total number of shares of Common Stock outstanding and entitled to vote is 2,397,818,199 (each’ carrying one [I] vote per share), of which 1,630,849,811 Common Stock Shares voted, with 68.01% shares voting in favor of and approving the amendment. The total number of shares of Preferred Stock and Class B Common Stock outstanding and entitled to vote is zero [0], The total number of shares of Convertible Preferred Stock outstanding and entitled to vote is 1,668,371 (each carrying one [1] vote per share), of which 6,663 shares voted, all in favor of and approving the amendment. The total number of shares voting in favor of the amendment equaled or exceeded the voting required for all classes entitled to vote, which percentage vote required was more than fifty percent (50%) of the outstanding shares entitled to vote.

We 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 our own knowledge.

DATED: February 8, 2013	/s/ JEFFREY NUNEZ
	JEFFREY NUNEZ
	/s/ CATHERINE PATTERSON
	CATHERINE PATTERSON