Current Report Filing (8-k)
December 12 2014 - 4:46PM
Edgar (US Regulatory)
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): December 8, 2014
POSITIVEID CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE |
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001-33297 |
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06-1637809 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
1690 SOUTH CONGRESS AVENUE, SUITE 201
DELRAY BEACH, FLORIDA |
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33445 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: 561-805-8000
(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 (17 CFR 230.425) |
| o | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 |
On December 8, 2014, the Company filed
an amendment to its Certificate of Incorporation (the “Amendment”) to increase its authorized capital stock from 475,000,000
shares to 975,000,000 shares, consisting of 970,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares
of preferred stock, par value $0.01 per share. A copy of the Amendment is attached as Exhibit 3.1 hereto and incorporated herein
by reference.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit
Number
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Description |
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3.1 |
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Fifth Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of PositiveID Corporation, as amended. |
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.
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PositiveID Corporation |
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Date: December 12, 2014 |
/s/ William J. Caragol |
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William J. Caragol |
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Chief Executive Officer |
Exhibit 3.1