Ivivi Technologies, Inc. - Current report filing (8-K)
December 24 2007 - 6:02AM
Edgar (US Regulatory)
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 21, 2007
IVIVI TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
NEW JERSEY 001-33088 22-2956711
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(State Or Other Jurisdiction Of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
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135 CHESTNUT RIDGE ROAD, MONTVALE, NEW JERSEY 07645
(Address of Principal Executive Offices)(Zip Code)
(201) 476-9600
Registrant's Telephone Number
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 Instruction 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 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
On December 21, 2007, Ivivi Technologies, Inc. (the "Company"),
notified the American Stock Exchange ("AMEX") of its intention to withdraw the
common stock, without par value, of the Company (the "Common Stock") from
listing on AMEX, and for the Common Stock to become listed on the NASDAQ Capital
Market ("NASDAQ"). The Company expects that trading of the Common Stock on
NASDAQ will begin on January 2, 2008 under the symbol "IVVI." The Company also
expects that the trading of the Common Stock on AMEX will cease at the close of
business on December 31, 2007.
A copy of the Company's press release announcing its intent to withdraw
the Common Stock from listing on AMEX and for the Common Stock to become listed
on NASDAQ is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
Effective as of December 21, 2007, the Board of Directors of the
Company adopted an amendment (the "Amendment") to the Amended and Restated
Bylaws of the Company (the "Bylaws") to permit the Company to issue
uncertificated shares. Previously, the Bylaws required that all shares of
capital stock of the Company be represented by certificates. The Bylaws were
amended in order for the Company to become eligible to participate in a direct
registration system (a "Direct Registration System") as required by Section 135
of The American Stock Exchange Company Guide and NASDAQ Marketplace Rule
4350(l). Pursuant to a Direct Registration System, a shareholder may have
securities registered in such shareholder's name on the books of an issuer or
its transfer agent without the need for a physical certificate to evidence
ownership.
The full text of the Bylaws, as amended by the Amendment, is filed as
Exhibit 3.1 to this Current Report on Form 8-K, and the Amendment is
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit 3.1 - Amended and Restated Bylaws of Ivivi
Technologies, Inc., as amended.
Exhibit 99.1 - Press release, dated December 21, 2007.
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SIGNATURE
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.
IVIVI TECHNOLOGIES, INC.
By: /S/ ANDRE' DIMINO
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Name: Andre' DiMino
Title: Co-Chief Executive Officer
Date: December 21, 2007
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