8-K 1 form8k.htm form8k.htm
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
October 27, 2011
Date of Report (date of Earliest Event Reported)
Aura Systems Inc.
(Exact Name of Registrant as Specified in its Charter)
         
         
Delaware
 
0-17249
 
95-4106894
(State or Other Jurisdiction of
 
(Commission File No.)
 
(I.R.S. Employer Identification No.)
Incorporation or Organization)
        
1310 East Grand Ave. El Segundo, California 90245
(Address of principal executive offices and zip code)
310 643-5300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed from 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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
 
 
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Item 5.07. Submission of Matters to a Vote of Security Holders.

At our annual meeting of stockholders held on October 27, 2011, not less than 73% of the total shares entitled to vote were voted in favor of the election of each of the following individuals to serve on the Board of Directors until the next annual meeting of stockholders, or until his successor is duly elected and qualified.

Nominees
Votes For
Votes Withheld
     
Melvin Gagerman
51,128,890
573,941
James Simmons
51,644,944
57,887
Warren Breslow
51,141,750
561,081
Arthur Schwartz
51,465,898
236,933
Salvador Diaz-Verson
51,352,138
350,693


In addition, the following proposals were approved by stockholders at the annual meeting:


1. Not less than 92% of the total shares entitled to vote were voted in favor of amending the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 75,000,000 to 150,000,000;

Votes For
Votes Against
Abstentions
Broker Non Votes
65,033,253
413,584
18,198
0


2. Not less than 91% of the total shares entitled to vote were voted in favor of amending the Company’s Certificate of Incorporation permitting a reverse stock split;

Votes For
Votes Against
Abstentions
Broker Non Votes
64,056,431
1,366,788
41,816
0

3. Not less than 72% of the total shares entitled to vote were voted in favor of amending the Company’s 2006 Employee Stock Option Plan, increasing the number of shares issuable under that plan;

Votes For
Votes Against
Abstentions
Broker Non Votes
50,948,754
736,525
17,552
13,762,204


4. Not less than 72% of the total shares entitled to vote were voted in favor of adopting the Company’s 2011 Director and Executive Officer Stock Option Plan.

Votes For
Votes Against
Abstentions
Broker Non Votes
50,887,047
795,456
20,328
13,762,204


 
 
 


The terms of each of these proposals, including the provisions of the amendment to the Company’s Amended and Restated Certificate of Incorporation, are set forth in its Definitive Proxy Statement as filed with the SEC on September 26, 2011.
 
Item 7.01 Regulation FD Disclosure

At the Annual Meeting of the Company held on October 27, 2011, Melvin Gagerman, the Company’s Chief Executive Officer, gave a presentation which included remarks about the Company’s current condition and its future plans. The text of Mr. Gagerman’s prepared remarks and slide show presentation is included as Exhibits 99.1 and 99.2 of this Current Report on Form 8-K and is incorporated herein by reference.

Statements contained in this Current Report, which are not historical facts, may be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated, due to a number of factors which include without limitation the effects of future economic conditions, governmental fiscal and monetary policies, legislative and regulatory changes, changes in the interest rates, the effects of competition, and other factors that could cause actual results to differ materially from those provided in any such forward-looking statements. The Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances that occur after the date on which such statement is made or to reflect the occurrence of unanticipated events.

The information included in this Item 7.01 shall not be deemed to be ÒfiledÓ for purposes of Section 18 of the Securities Exchange Act of 1934 (the ÒExchange ActÓ) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.


Item 9.01.  Exhibits.

 
99.1
Speech to Shareholders on September 27,2011

99.2
Presentation to Shareholders on September 27, 2011.


 
 
 



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 thereunto duly authorized.


AURA SYSTEMS, INC.
(Registrant)


Date:   October 1, 2011
 /s/ Melvin Gagerman__________    
Melvin Gagerman
Chairman and
                                                               Chief Financial Officer