-----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, OngLsVcMgBRHS/qFp8nQ6aaR82XRcmp3tvl4oNNJtdL3SY//HFXPSUy7phfxqlCx tJyBeSojt6XZkADMX9d/mw== 0001019687-07-000656.txt : 20070307 0001019687-07-000656.hdr.sgml : 20070307 20070307162320 ACCESSION NUMBER: 0001019687-07-000656 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070302 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070307 DATE AS OF CHANGE: 20070307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AETHLON MEDICAL INC CENTRAL INDEX KEY: 0000882291 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 133632859 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21846 FILM NUMBER: 07678077 BUSINESS ADDRESS: STREET 1: 7825 FAY AVENUE SUITE 200 CITY: LAJOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 2129120930 MAIL ADDRESS: STREET 1: 7825 FAY AVENUE SUITE 200 CITY: LAJOLLA STATE: CA ZIP: 92037 FORMER COMPANY: FORMER CONFORMED NAME: BISHOP EQUITIES INC DATE OF NAME CHANGE: 19930602 8-K 1 aethlon_8k-030707.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): March 2, 2007 AETHLON MEDICAL, INC. (Exact name of Registrant as specified in charter) Nevada 000-21846 13-3632859 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 3030 Bunker Hill Street, Suite 4000 San Diego, California 92109 (Address of principal executive offices) Registrant's telephone number, including area code: (858) 459-7800 NOT APPLICABLE (Former name or former address, if changed since last report) FORWARD LOOKING STATEMENTS This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the "Filings") contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant's management as well as estimates and assumptions made by Registrant's management. When used in the Filings the words "anticipate, "believe", "estimate", "expect", "future", "intend", "plan" or the negative of these terms and similar expressions as they relate to Registrant or Registrant's management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant's industry, Registrant's operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results. ITEM 5.03 Amendments to Articles of Incorporation or Bylaws On March 2, 2007, Aethlon Medical, Inc. (the "Company") held an annual meeting of stockholders at the Company's executive offices for the following purposes: (1) to elect Messers. James Joyce, Frank Barry, Dr. Richard Tullis and Ed Broenniman (collectively, the "Nominated Board") to serve as directors of the Company (2) to ratify the appointment of Squar, Milner, Peterson, Miranda & Williamson, L.L.P. ("Squar Milner"), as the Company's independent auditors for the fiscal year ending March 31, 2007 and (3) to approve an amendment to the Company's Articles of Incorporation to increase the number of authorized shares of the Company's common stock from 50,000,000 to 100,000,000. Stockholders holding an aggregate of 21,763,109 shares of common stock of the Company voted in favor of electing the Nominated Board; stockholders holding an aggregate of 21,811,789 shares of common stock of the Company voted in favor to ratify the appointment of Squar Milner as the Company's independent auditors and stockholders holding an aggregate of 8,628,045 shares of common stock of the Company voted in favor of approving the amendment to the Company's Articles of Incorporation to increase the number of authorized shares of common stock from 50,000,000 to 100,000,000. There were 12,363,691 shares represented by broker non-votes in connection with the proposal to increase the Company's number of authorized shares of the Company's common stock. The number of shares voted in favor of the three proposals was sufficient for the approval of both proposals. A Form of Certificate of Amendment to the Articles of Incorporation is filed as an exhibit to this current report on Form 8-K. 2 ITEM 9.01 Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information Not applicable. (c) Exhibits Exh. No. Description -------- ----------- 3.1 Form of Certificate of Amendment to 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. Date: March 7, 2007 AETHLON MEDICAL, INC. By: /s/ James A. Joyce ---------------------------- James A. Joyce Chief Executive Officer 3 EXHIBITS FILED WITH THIS REPORT Exh. No. Description - -------- ----------- 3.1 Form of Certificate of Amendment to Articles of Incorporation 4 EX-3.1 2 aethlon_8kex3-1.txt Exhibit 3.1 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATION (PURSUANT TO NRS 78,385 AND 78,390 - AFTER ISSUANCE OF STOCK) 1. Name of Incorporation: "AETHLON MEDICAL, INC." 2. The Articles of Incorporation have been amended as follows: ARTICLE V OF THE ARTICLES OF INCORPORATION OF THE CORPORATION SHALL BE AMENDED TO READ IN FULL AS FOLLOWS: "ARTICLE V COMMON STOCK AND VOTING ----------------------- THE CORPORATION SHALL HAVE THE AUTHORITY TO ISSUE AN AGGREGATE OF ONE HUNDRED MILLION (100,000,000) SHARES, WITH A PAR VALUE OF $.001 PER SHARE. ALL SHARES WILL BE OF THE SAME CLASS, DESIGNATED `COMMON' SHARES, WITH THE SAME RIGHTS. SHARES MAY ONLY BE ISSUED AS FULLY-PAID AND NON-ASSESSABLE, AND MAY BE ISSUED AT SUCH TIMES, UPON SUCH TERMS AND CONDITIONS AND FOR SUCH CONSIDERATION AS THE BOARD OF DIRECTORS SHALL DETERMINE. EACH COMMON SHARE SHALL BE ENTITLED TO ONE VOTE CONCERNING ALL MATTERS AS TO WHICH THE CORPORATION'S SHAREHOLDERS SHALL BE ENTITLED TO VOTE. THE CORPORATION'S COMMON STOCK SHALL NOT BE SUBJECT TO ASSESSMENT TO PAY ANY DEBTS OF THE CORPORATION." 3. The vote by which shareholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 8,628,045. IN WITNESS WHEREOF, the undersigned corporation has caused this Certificate of Amendment to Articles of Incorporation to be signed by a duly authorized officer as of this 6th day of March, 2007. AETHLON MEDICAL, INC. By: /s/ James A. Joyce -------------------------------- James A. Joyce, President By: /s/ James A. Joyce -------------------------------- James A. Joyce, Secretary -----END PRIVACY-ENHANCED MESSAGE-----