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 28, 2018
A2017BVXLOGOA15.JPG
BOVIE MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
0-12183
11-2644611
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
5115 Ulmerton Road, Clearwater, FL 33760
(Address of principal executive offices, zip code)
(727) 384-2323
(Issuer’s telephone number)
(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 Instruction A.2. below):
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 
 
 
 
 
 



Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 20, 2018, as approved by the Board of Directors of Bovie Medical Corporation (the “Company”), the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to change the name of the Company from “Bovie Medical Corporation” to “Apyx Medical Corporation”, effective as of 12:00 A.M. on January 1, 2019 (the “Certificate of Amendment”).

The foregoing description of the Certificate of Amendment is not complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.1, the terms of which are incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits
Exhibit No.
 
Description
 
 
 
3.1
 

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: December 28, 2018
By:
/s/ Charles D. Goodwin II
 
 
 
Charles D. Goodwin II
 
 
 
President and Chief Executive Officer
 


2

EXHIBIT 3.1

BVX_
CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

BOVIE MEDICAL CORPORATION

(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
    
The undersigned Chief Executive Officer of Bovie Medical Corporation, a Corporation organized under the laws of the State of Delaware (the “Corporation”), hereby certifies that:

1.
The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 3, 1982, a Certificate of Amendment of the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on February 15, 1983, a Certificate of Amendment of the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 22, 1983, a Certificate of Amendment of the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 23, 1987, a Certificate for Renewal and Revival of Charter was filed with the Secretary of State of the State of Delaware on March 16, 1993, a Certificate of Amendment of the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 8, 1998, a Certificate of Designation, Preferences and Rights of Series A Preferred Stock was filed with the Secretary of State of the State of Delaware on September 8, 1998, a Certificate of Amendment of the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 14, 1998, a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock was filed with the Secretary of State of the State of Delaware on March 16, 2015, a Certificate of Amendment of the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 10, 2017, and a Certificate of Elimination of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock of the Corporation was filed with the Secretary of State of the State of Delaware on May 3, 2018.

2.
Article FIRST of the Certificate of Incorporation of the Corporation, as amended to date, is hereby further amended whereby Paragraph FIRST is hereby amended to read as follows:



EXHIBIT 3.1

“The name of the Corporation is Apyx Medical Corporation.”

3.
The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

4.
That the foregoing amendment shall be effective as of 12:00 A.M. Eastern Time on January 1, 2019.

IN WITNESS HEREOF, this Certificate has been subscribed this 19 th day of December, 2018 by the undersigned who affirm that the statements made herein are true under the penalties of perjury.

 
By:
/s/ Charles D. Goodwin II
 
 
Name:
Charles D. Goodwin II
 
 
Title:
President and Chief Executive Officer