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 (Date of earliest event reported): May 11, 2007 (May 9, 2007)
MISONIX, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 1-10986 11-2148932
- ------------------------------- ------------------------ -------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
1938 New Highway, Farmingdale, NY 11735
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (631) 694-9555
--------
________________________________________________________________________________
(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:
[_] 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 2.02 Results of Operations and Financial Condition.
On May 10, 2007, MISONIX, INC. ("Misonix") issued a press release
announcing its financial results for the quarter ended March 31, 2007.
The press release is attached hereto as Exhibit 99.1. This information
shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and is not incorporated
by reference into any filing of Misonix, whether made before or after
the date of this report, regardless of any general incorporation
language in the filing.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 9, 2007, the Board of Directors of Misonix adopted amendments
(the "Amendments") to the By-Laws of the Company (the "By-Laws"). The
Amendments are effective as of May 9, 2007. Set forth below is a
description of the Amendments to the By-Laws including the prior
provision of each By-Law so amended.
Article IV, Section 4.1, of the By-Laws has been amended to provide
that the shares of stock of Misonix may be represented by certificates
or may be uncertificated. Section 4.1 has also been amended to provide
that absent a specific request for a certificate, all shares may be
uncertificated upon the original issuance of such shares by Misonix or
upon surrender of the certificate representing such shares to Misonix
or its transfer agent. Previously, the By-Laws did not provide for the
issuance of uncertificated shares.
Article IV, Section 4.2, of the By-Laws has been amended to provide
that the Board of Directors may direct uncertificated shares or, if
requested by the registered owner, a new certificate to be issued in
place of any certificate previously issued by Misonix alleged to have
been lost or destroyed. Previously, the By-Laws did not provide for
the issuance of uncertificated shares in the case of a lost or
destroyed certificate.
Article IV, Section 4.3, of the By-Laws has been amended to provide
that transfers of record of shares of the capital stock of Misonix
shall be made upon its books by the holders of such shares, in person
or by attorney duly authorized, and upon either the surrender of a
certificate for a like number of shares, properly endorsed or
accompanied by a properly endorsed stock power, or upon presentation
of proper transfer instructions from the holder of record of
uncertificated shares. Previously, the By-Laws did not provide for
transfers of record of uncertificated shares.
Article IV, Section 4.4, of the By-Laws has been amended to provide
that except to the extent that the exercise of such power shall be
prohibited or circumscribed by the By-Laws, by the Certificate of
Incorporation, or other certificate filed pursuant to law, or by
statute, the Board of Directors shall have power to make such rules
and regulations concerning the issuance, registration, transfer and
cancellation of stock certificates and uncertificated shares as it
shall deem appropriate. Previously, the By-Laws did not grant the
Board of Directors the power to make rules and regulations concerning
issuance, registration, transfer and cancellation of uncertificated
shares.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 3(b) Text of Amendments to By-Laws of MISONIX, INC.
Exhibit 99.1 Press Release of MISONIX, INC., dated May 10, 2007
3
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: May 11, 2007 MISONIX, INC.
By: /s/ Richard Zaremba
------------------------------------
Richard Zaremba
Senior Vice President and Chief
Financial Officer
4
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3(b) Text of Amendments to By-Laws of MISONIX, INC.
99.1 Press Release of MISONIX, INC., dated May 10, 2007
5
