UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 20, 2011
IMAGING3, INC.
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(Exact name of registrant as specified in its charter)
CALIFORNIA
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(State or other jurisdiction of incorporation)
000-50099 95-4451059
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(Commission File Number) (I.R.S. Employer Identification No.)
3200 W. VALHALLA DR., BURBANK, CALIFORNIA 91505
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 260-0930
NOT APPLICABLE
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(Former name, former address and former fiscal year, 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
CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17
CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR240.13e-4(c))
TABLE OF CONTENTS
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT...............................1
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.............................................1
Item 5.07 Submission of Matters to a Vote of Security Holders.....1
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS ................................3
SIGNATURES.....................................................................3
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION; CHANGE IN FISCAL
YEAR
See the disclosure in "Item 7. Submission of Matters to a Vote of
Security Holders" in this Report, and copies of the Amendment to the Articles of
Incorporation of Imaging3, Inc., attached to this Report as Exhibit 3.2, and the
Amendment to the Bylaws of Imaging3, Inc., attached to this Report as Exhibit
3.3.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On January 20, 2011, the Company conducted an Annual Meeting of its
Shareholders at its corporate offices at 3200 West Valhalla Drive, Burbank,
California, 91505, commencing at 10:00 a.m., Pacific Standard Time. At the
Annual Meeting of the Shareholders, the shareholders were asked to consider and
vote upon the following proposals:
1. An amendment to the Company's Articles of Incorporation in
order to increase the number of authorized shares of common
stock from 500,000,000, par value $0.001 per share, to
750,000,000, par value $0.001 per share, and to authorize
1,000,000 shares of preferred stock, par value $0.001 per
share.
2. An amendment to the Company's Bylaws to increase the size of
the Company's Board of Directors from two (2) to a range of
five (5) to nine (9), with the exact number of directors to be
seven (7).
3. Provided the amendment to the Company's Bylaws is adopted, the
election of three members of the Board of Directors to hold
office until the next annual meeting of stockholders or until
their respective successors have been elected and qualified.
If the amendment to the Company's Bylaws is not adopted, then
the election of two members of the Board of Directors to hold
office until the next annual meeting of stockholders or until
their respective successors have been elected and qualified.
4. Ratification of the appointment M&K CPAS, PLLC as Imaging3,
Inc.'s independent registered public accounting firm for the
fiscal year ending December 31, 2010.
The shareholder vote was made for the following proposals with the
following voting results:
1. PROPOSAL ONE: To increase the number of authorized shares of common
stock from 500,000,000, par value $0.001 per share, to 750,000,000, par value
$0.001 per share. (Amendment to Articles of Incorporation).
NUMBER OF VOTES
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Approve: 184,883,336
Disapprove: 27,037,886
Abstain: 1,237,934
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2. PROPOSAL TWO: To authorize 1,000,000 shares of preferred stock, par
value $0.001 per share. (Amendment to Articles of Incorporation).
NUMBER OF VOTES
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Approve: 170,140,425
Disapprove: 39,668,552
Abstain: 3,350,179
3. PROPOSAL THREE: To increase the size of the Company's Board of
Directors from two (2) to a range of five (5) to nine (9) with the exact number
of directors to be seven (7). (Amendment to Bylaws).
NUMBER OF VOTES
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Approve: 205,428,451
Disapprove: 6,830,400
Abstain: 900,305
4. PROPOSAL FOUR: To elect a Board of up to three (3) directors to hold
office until the next annual meeting of stockholders or until their respective
successors have been elected and qualified. The nominees were Dean Janes, Xavier
Aguilera, and Christopher Sohn.
YES NO ABSTAIN
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Dean Janes: 198,969,683 14,189,473 -0-
Xavier Aguilera 198,969,683 14,189,473 -0-
Christopher Sohn 198,969,683 14,189,473 -0-
5. PROPOSAL FIVE: To ratify the appointment of M&K CPAS, PLLC as
independent accountants for the fiscal year ending December 31, 2010.
NUMBER OF VOTES
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Approve: 182,155,140
Disapprove: 12,615,984
Abstain: 18,388,032
A quorum of the outstanding voting common stock of the Company was
present at the meeting in person or by proxy. After a general discussion of the
status of the Company's business, and a question and answer period, the Annual
Meeting of Shareholders adjourned on Thursday, January 20, 2011.
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SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
(a) Financial Statements of Business Acquired
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Shell Company Transactions
Not Applicable.
(d) Exhibits
3.2 Amendment to the Articles of Incorporation of
Imaging3, Inc., dated January 21, 2011.*
3.3 Amendment to the Bylaws of Imaging3, Inc., dated
January 21, 2011.*
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*Incorporated by reference from the exhibits to the Definitive Proxy
Statement on Schedule 14A for Imaging3, Inc., filed with the Securities and
Exchange Commission on or about December 10, 2010.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
IMAGING3, INC.
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(Registrant)
Date: January 21, 2011
/s/ Dean Janes, Chief Executive Officer
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Dean Janes, Chief Executive Officer
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