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): December 15, 2007
CARDIODYNAMICS INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
| | | | |
| California | | 0-11868 | | 95-3533362 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 6175 Nancy Ridge Drive, Suite 300, San Diego, CA | | 92121 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (858) 535-0202
N/A
(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 (see General Instructions 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 240.13e-4(c)) |
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 15, 2007, the Board of Directors of CardioDynamics International Corporation (the “Company”) adopted technical amendments to the Company’s Bylaws to expressly authorize the issuance of uncertificated shares of capital stock. The Board of Directors adopted these amendments to comply with the Nasdaq requirement that listed companies’ securities be eligible for participation in the Direct Registration System by January 1, 2008. The Direct Registration System, administered by the Depository Trust Company, allows investors to have securities registered in their names without the issuance of physical certificates.
The full text of the amendments to the Bylaws is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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| 3.1 | | Amendment to Bylaws dated December 15, 2007. |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 17, 2007
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| CARDIODYNAMICS INTERNATIONAL CORPORATION |
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| By: | | /s/ Stephen P. Loomis |
| Name: | | Stephen P. Loomis |
| Title: | | Chief Financial Officer |
EXHIBIT INDEX
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| Exhibit No. | | Description |
| 3.1 | | Amendment to Bylaws dated December 15, 2007. |
