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
Date of Report: March 27, 2006
ISONICS CORPORATION
(Name of small business issuer as specified in its charter)
California |
| 001-12531 |
| 77-0338561 |
State of |
| Commission File |
| IRS Employer |
5906 McIntyre Street, Golden, Colorado 80403
Address of principal executive offices
303-279-7900
Telephone number, including
Area code
Not applicable
Former name or former address if changed since 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:
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Section 5 – Corporate Governance and Management
Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 27, 2006, our Board of Directors approved an amendment to our articles of incorporation that eliminates the authorized Series A, C, D, and E preferred stock. No shares of any series of preferred stock are outstanding. Subsequent to the aforementioned elimination, 7,650,000 shares of preferred stock will remain authorized but unissued. Though there were no other amendments to our articles of incorporation, our Board of Directors also approved its restatement (without amendment). Both documents will be filed shortly with the California secretary of state, and if the secretary of state’s office requires us to make any changes to the documents as filed, we will include the documents ‘as filed’ with a future Form 8-K. We do not expect any changes to be substantive. The restated articles of incorporation will permit shareholders and others to view a single document when reviewing Isonics’ corporate charter rather than reviewing nine different filings as is required at the present time.
On March 27, 2006, our Board of Directors also approved a restatement of our Bylaws. The restatement also included no new amendments to the Bylaws.
Section 9 – Financial Statements and Exhibits
Item 9.01 – Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
Exhibit 3.1 Amendment to Articles of Incorporation
Exhibit 3.2 Restated Articles of Incorporation
Exhibit 3.3 Restated Bylaws
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 31st day of March 2006.
| Isonics Corporation | ||
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| By: | /s/ James E. Alexander |
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| James E. Alexander | |
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| President and Chief Executive Officer |
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