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): October 28,
2009
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Intellicheck
Mobilisa, Inc.
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(Exact
name of registrant as specified in charter)
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Delaware
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001-15465
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11-3234779
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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191
Otto Street, Port Townsend, WA
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98368
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(360)
344-3233
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 A2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.03. Amendment to
Articles of Incorporation.
On
October 28, 2009, Intelli-Check-Mobilisa, Inc. filed an amendment to its
Certificate of Incorporation with the Delaware Secretary of
State. The effect of the amendment was to change the name of the
company from “Intelli-Check – Mobilisa, Inc.” to “Intellicheck Mobilisa,
Inc.”
A copy of the amendment has been filed
with this Current Report on Form 8-K as Exhibit 3.1
Item
9.01. Exhibits.
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Exhibit
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Description
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3.1
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Amendment
to Certificate of Incorporation, dated October 28,
2009
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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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INTELLICHECK
MOBILISA, INC.
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By:
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/s/
Peter J. Mundy
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Name:
Peter J. Mundy
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Title:
Chief Financial Officer
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Dated: October
28, 2009
Exhibit Index
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Exhibit
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Description
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3.1
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Amendment
to Certificate of Incorporation, dated October 28,
2009
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Exhibit
3.1
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
INTELLI-CHECK
- MOBILISA, INC.
Intelli-Check - Mobilisa, Inc., a
corporation organized and existing under the General Corporation Law of the
State of Delaware does hereby certify:
1. That
at a meeting of the Board of Directors of Intelli-Check - Mobilisa, Inc. (the
“
Corporation
”)
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of the Corporation, declaring the amendment to be
advisable and calling the annual meeting of the stockholders of the Corporation
for consideration of the amendment. The resolution setting forth the
proposed amendment is as follows:
RESOLVED
: Article
FIRST of the Certificate of Incorporation of the Corporation is amended in its
entirety and shall read as follows:
The name of this corporation
(hereinafter called the “corporation”) is Intellicheck Mobilisa,
Inc.
2. That
pursuant to a resolution of its Board of Directors, the annual meeting of the
stockholders of the Corporation was duly called and held upon notice in
accordance with Section 222 of the General Corporation Law of the State of
Delaware, at which meeting the necessary number of shares as required by statute
were in favor of the amendment above.
3. That
the amendment was duly adopted in accordance with provisions of Section 242 of
the General Corporation Law of the State of Delaware
IN WITNESS WHEREOF, the following
officer of Intelli-Check - Mobilisa, Inc. has signed this Certificate of
Amendment of Certificate of Incorporation on October 28, 2009.
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INTELLI-CHECK -
MOBILISA, INC.
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By:
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/s/ Peter
J. Mundy
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Peter
J. Mundy, Secretary
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