UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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)
February
20, 2008
APPLIED
ENERGETICS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
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001-14015
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77-0262908
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3716
East Columbia, Tucson, Arizona
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85714
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(520)
628-7415
(Registrant’s
Telephone Number, Including Area Code)
(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))
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
February 20, 2008, Ionatron, Inc. (the “Company”) amended its Certificate of
Incorporation through the filing of a Certificate of Ownership and Merger to
change its name to Applied Energetics, Inc. The amendment to the Certificate
of
Incorporation was effected through a merger transaction pursuant to which the
Company’s newly formed, wholly owned subsidiary Applied Energetics, Inc. was
merged with and into the Company with the Company surviving the merger and
changing its name to Applied Energetics, Inc. The name change does not affect
the rights of the stockholders of the Company. There were no other changes
to
the Company’s Certificate of Incorporation. A copy of the Certificate of
Ownership and Merger, as filed with the Delaware Secretary of State on February
14, 2008, is attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
As
a
result of the name change, the Company has also changed its ticker symbol under
which it trades common stock on the Nasdaq Global Market to NASDAQ: AERG and
on
the Over-The-Counter Bulletin Board to OTCBB: AERGP.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
3.1
Certificate
of Ownership and Merger
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 thereunto
duly authorized.
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APPLIED
ENERGETICS, INC.
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(Registrant)
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By:
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/s/
Kenneth Wallace
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Kenneth
Wallace
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Chief
Financial Officer
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Date:
February 20, 2008
Exhibit
3.1
CERTIFICATE
OF OWNERSHIP AND MERGER
OF
APPLIED
ENERGETICS, INC.
INTO
IONATRON,
INC.
Adopted
in accordance with the provisions of
Section
253 of the Delaware General Corporation Law
IONATRON,
INC., a Delaware corporation, desiring to merge with APPLIED ENERGETICS, INC.,
a
Delaware corporation, pursuant to the provisions of Section 253 of the Delaware
General Corporation Law, hereby certifies as follows:
1.
Ionatron,
Inc. is a corporation formed under the laws of the State of Delaware (the
“Corporation”).
2.
The
Corporation is the owner of all of the outstanding shares of each class of
stock
of Applied Energetics, Inc., a corporation formed under the laws of the State
of
Delaware.
3.
On
February 8, 2008, the Board of Directors of the Corporation adopted the
following resolutions to merge Applied Energetics, Inc. into the
Corporation:
“WHEREAS,
the Corporation owns 100% of the issued and outstanding common stock of the
Applied Energetics, Inc. (“Subsidiary”); and
WHEREAS,
it is in the best interests of the Corporation to merge the Subsidiary with
and
into the Corporation in order that all the estate, property, rights, privileges
and franchises of the Subsidiary shall vest in and be possessed by the
Corporation;
NOW,
THEREFORE, be it:
RESOLVED,
that the Board of Directors of the Corporation hereby approves and adopts the
following plan to merge the Subsidiary into the Corporation:
1.
The
name
of the corporation proposing to merge is Applied Energetics, Inc. (the
“Subsidiary”) and the name of the surviving corporation is Ionatron, Inc. (the
“Corporation”)
2.
The
Subsidiary shall merge into the Corporation and upon the effective date of
such
merger the Subsidiary shall cease to exist and shall no longer exercise its
powers, privileges and franchises subject to the laws of the State of Delaware.
The Corporation shall succeed to the property and assets of and exercise all
the
powers, privileges and franchises of the Subsidiary and shall assume and be
liable for all of the debts and liabilities, if any, of the
Subsidiary.
3.
The
shares of the Subsidiary shall not be converted as a result of the merger,
but
shall be cancelled, and the authorized capital stock of the Corporation shall
be
and remain the same as before the merger.
4.
The
Certificate of Incorporation of the Corporation shall be amended to change
the
name of the Corporation to Applied Energetics, Inc. upon the effective date
of
the merger.
and
further
RESOLVED,
that the President of the Corporation, or such other officer of the Corporation
designated by the President, is hereby authorized to execute, in the name of
the
Corporation, a Certificate of Merger, and to file such Certificate in the Office
of the Secretary of State of the State of Delaware, and to do all the other
acts
and things that may be necessary to carry out and effectuate the purpose of
these resolutions.”
4.
The
effective time and date of the merger shall be 8:00 A.M., February 20,
2008.
IN
WITNESS WHEREOF, IONATRON, INC. has caused this Certificate to be executed
by
its duly authorized officer thereunto duly authorized this 13th day of February,
2008.
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IONATRON,
INC.
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(a
Delaware corporation)
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By:
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/s/
Dana A. Marshall
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Name: Dana
A. Marshall
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Title: Chief
Executive Officer and
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President
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