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): March  1 4 , 2017 (March 10 , 2017)





Arrhythmia Research Technology, Inc.

(Exact name of registrant as specified in its charter)









 

 

Delaware

(State or other jurisdiction of Incorporation or organization)

1-9731

(Commission File Number)

72-0925679

(I.R.S. Employer Identification Number)



25 Sawyer Passway

Fitchburg, MA 01420

(Address of principal executive offices and zip code)



(978) 345-5000

(Registrant's telephone number, including area code)









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

On March 10 , 2017, Arrhythmia Research Technology, Inc. (the “Company”) filed a Certificate of Amendment of Certificate of Incorporation, as amended ,   with the Delaware Secretary of State to amend Article First of the Company’s Certificate of Incorporation to change the name of the corporation to “Micron Solutions, Inc.”.  The effective date of the amendment is Friday, March 24, 2017.  A copy of the Certificate of Amendment of Certificate of Incorporation is filed herewith as Exhibit 4.1. 

Item 7.01 Regulation FD Disclosure  

On March 9, 2017, the Company announced that its corporate name will change to Micron Solutions, Inc. effective on Friday, March 24, 2017.  In addition, a s part of the change, the Company’s common stock will trade on the NYSE MKT under the symbol “MICR”.  The change to the ticker symbol will be effective at the start of trading on Monday, March 27, 2017. 

The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.01 to this Current Report on Form 8-K. The information in this Form 8-K and Exhibit 99.01 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits





 

 

(d) Exhibits



 

 

 4.1

 

Certificate of Amendment of Certificate of Incorporation dated March 8, 2017.

99.01

 

Press Release dated March 9, 2017.





 

2

 

 

 

SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed o n its behalf by the undersigned thereunto duly authorized.







 

 

 

March 14 , 2017

ARRHYTHMIA RESEARCH TECHNOLOGY, INC.

 



By:

/s/ Derek T. Welch

 



 

Derek T. Welch

 



 

Chief Financial Officer

 







3

 

Exhibit 4.1



STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION, AS AMENDED,

OF

ARRHYTHMIA RESEARCH TECHNOLOGY, INC.

a Delaware corporation





Arrhythmia Research Technology, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST : That at a meeting of the Board of Di rectors held on November 30 , 2016 , resolutions were duly adopted setting forth an amendment of the Certificate of Incorporation, as amended, of said corporation and declaring said amendment to be advisable.  Pursuant to Section 242(b)(1) of the General Corporation Law of the State of Delaware, no meeting or vote of stockholders is required to adopt the proposed amendment.  The resolution setting forth the proposed amendment is as follows:

RESOLVED, the Certificate of Incorporation, as amended, be amended by changing the Article thereof numbered “FIRST” so that, as amended, said Article shall be and read in its entirety as follows:

“FIRST: The name of the corporation (hereinafter called the “Corporation”) is Micron Solutions , Inc.”

SECOND : That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

THIRD :  That this Certificate of Amendment shall be effective on March 24 , 2017.

IN WITNESS WHEREOF , Arrhythmia Research Technology, Inc. has caused this Certificate of Amendment to be signed by Salvatore Emma, Jr., its duly authorized President and Chief Executive Officer this 8th day of March, 20 17 .





 

 



/s/ Salvatore Emma, Jr.

 



Salvatore Emma, Jr.

 



Chief Executive Officer

 



 

 

IMAGE - IMAGE1.JPEG

NEWS

RELEASE

 

25 Sawyer Passway ● Fitchburg, Massachusetts 01420

Exhibit 99.01

FOR IMMEDIATE RELEASE

Arrhythmia Research Technology, Inc. Reports
Company Name and Ticker Symbol Changes

FITCHBURG, MA, March 9 , 201 7 -- Arrhythmia Research Technology, Inc. (NYSE MKT: HRT) (the “Company”)   announced that effective on Friday, March 24 ,   2017 its corporate name will change to Micron Solutions, Inc.  T hrough its wholly-owned subsidiary, Micron Products, Inc.,   the Company provides manufacturing solutions and services through its diversified contract manufacturing organization w hich   produces highly-engineered, innovative medical device components requiring precision machining and injection molding . 

At the s ame time, the Company and its subsidiary , Micron Products, Inc. unveiled redesigned corporate web site s ,   www.micronsolutionsinc.com and www.micronproducts.com .  

“ We are very pleased to introduce our new company name.  Our legacy name no longer fully described our company.  We believe the new name better represents our business and our commitment and focus on helping our customers develop manufacturing solutions to meet their goals .  Our integrated set of services allows us to be a true manufacturing ‘one-stop ’ sh op with capabilities to handle most customer needs in house” com mented Salvatore Emma, Jr., President and CEO. 

Mr. Emma added, “All of Micron Products’ solutions and services are backed by the same experienced team who bring   the same unique approach to manufacturing solutions   that our customers rely on.”

As part of the change, the Company’s common stock will trade on the NYSE MKT under the symbol “MICR”.  The change to the ticker symbol will be effective at the start of trading on Monday, March 27, 201 7 . 

Stockholders of the Company are not required to exchange their stock certificates in connection with the name change. 

About Micron Solutions , Inc.    

Micron Solutions, Inc., formerly Arrhythmia Research Technology, Inc., through its wholly-owned subsidiary, Micron Products, Inc., provides manufacturing solutions and services through its diversified contract manufacturing organization which   produces highly-engineered, innovative medical device components requiring precision machining and injection molding.  The Company also manufactures components, devices and equipment for military, law enforcement, industrial and automotive applications.  In addition, the Company is a market leader in the production and sale of silver/silver chloride coated and conductive resin sensors used as consumable component parts in the manufacture of integrated disposable electrophysiological sensors.  The Company’s strategy for growth is to build a best-in-class contract manufacturer with a specialized focus on plastic injection molding and highly-engineered medical devices and components requiring precision machining .



The Company routinely posts news and other important information on its websites:

http://www. micronsolutionsinc .com, ht tp://www.micronproducts.com

 

 

Arrhythmia Research Technology, Inc. Reports Company Name and Ticker Symbol Changes  – March 9, 2 01 7

Page 2 of 2

 

Safe Harbor Statement

Forward-looking statements made herein are based on current expectations of Micron Solutions, Inc. (“our” or the “Company”) that involve a number of risks and uncertainties and should not be considered as guarantees of future performance. The factors that could cause actual results to differ materially include our ability to obtain and retain order volumes from customers who represent significant proportions of net sales; our ability to maintain our pricing model, offset higher costs with price increases and/or decrease our cost of sales; variability of customer delivery requirements;  the level of and ability to generate sales of higher margin products and services; our ability to renew our credit facility and manage our level of debt and provisions in the debt agreements which could make the Company sensitive to the effects of economic downturns and limit our ability to react to changes in the economy or our industry; failure to comply with financial and other covenants in our credit facility; reliance on revenues from exports and impact on financial results due to economic uncertainty or downturns in foreign markets; volatility in commodity and energy prices and our ability to offset higher costs with price increases; continued availability of supplies or materials used in manufacturing at competitive prices; variations in the mix of products sold; continued availability of supplies or materials used in manufacturing at competitive prices; and the amount and timing of investments in capital equipment, sales and marketing, engineering and information technology resources.  More information about factors that potentially could affect the Company's financial results is included in the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.



For more information, contact:



Derek Welch

Chief Financial Officer

978.345.5000



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