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 21, 2010

3DIcon Corporation
 (Exact name of registrant as specified in charter)

Oklahoma
(State or other jurisdiction of incorporation)
333- 143761
(Commission File Number)
73-1479206
(IRS Employer Identification No.)

6804 South Canton Avenue, Suite 150
Tulsa, OK
(Address of principal executive offices)
74136
(Zip Code)
 
Registrant’s telephone number, including area code: (918) 494-0505
 
 
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
AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On November 19, 2010, subject to stockholder approval, the Board of Directors of 3DIcon Corporation (the “Company”) authorized an amendment to the Company’s Certificate of Incorporation in order to (i) increase the authorized shares of the Company’s common stock from 750,000,000 shares, par value $0.0002 to 1,500,000,000 shares, par value $0.0002 (the “Increase in Authorized”), (ii) effect a reverse split of the Company’s common stock in a ratio in the range between 1 for 10 and 1 for 25, as will be selected by the Company’s Board of Directors (the “Reverse Split”), and (ii) create a series of “blank check” preferred stock consisting of 25,000,000 shares, par value $0.0002 (the “Blank Check Preferred”).  If the Board of Directors elects to implement the Reverse Split at one of the approved ratios, it is authorized to do so until June 1, 2011.

On December 20, 2010, the shareholders of the Company approved the Increase in Authorized, the Reverse Split and the creation of the Blank Check Preferred.  On December 21, 2010, the Company filed an Amended Certificate of Incorporation, pursuant to which it increased its authorized shares of common stock from 750,000,000 shares of common stock, par value $0.0002 per share to 1,525,000,000 shares consisting of 1,500,000,000 shares of common stock, par value $0.0002 per share and 25,000,000 shares of “blank check” preferred stock, par value $0.0002. The Board of Directors, in its sole discretion, may elect to implement the Reverse Split at one of the approved ratios until June 1, 2011.

 
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
 
(a)
Financial Statements of Business Acquired
 
Not Applicable
 
(b)
Pro Forma Financial Information
 
Not Applicable
 
(c)
Shell Company Transactions
 
Not Applicable
 
(d)
Exhibits

3.7 
Amended Certificate of Incorporation

 
2
 
 
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.
 
     
Date: December 22, 2010   3DIcon Corporation  
  (Registrant)  
     
       
 
By:
/s/ Martin Keating  
  Name:  Martin Keating  
  Position: Chief Executive Officer  
       
 
 
3
 
 
EXHIBIT INDEX

3.7       -         Amended Certificate of Incorporation
 
 
4
 
 
 
MINIMUM FEE: $50.00 If the authorized capital is increased in excess of fifty thousand dollars ($50,000.00), the filing fee shall be an amount equal to one-tenth of one percent (1 /10th of 1%) of such increase.
 
FILE IN DUPLICATE
 
PRINT CLEARLY
 
AMENDED
CERTIFICATE OF INCORPORATION
(AFTER RECEIPT OF PAYMENT OF STOCK)
 
TO:
OKLAHOMA SECRETARY OF STATE
2300 N. Lincoln Blvd., Room 101, State Capitol Building
Oklahoma City, Oklahoma 73105-4897
(405)-522-4560
 
The undersigned Oklahoma corporation, for the purpose of amending its certificate of incorporation as provided by Section 1077 of the Oklahoma General Corporation Act, hereby certifies:
 
1.
A.
The name of the corporation is: 3DIcon Corporation
 
B. 
As amended: The name of the corporation has been changed to:
 
(Please Note: The new name of the corporation MUST contain one of the following words: association, company, corporation, club, foundation, fund, incorporated, institute, society, union, syndicate or limited or one of the abbreviations co., corp., inc. or ltd. )

2. 
The name of the registered agent and the street address of the registered office in the State of Oklahoma is:
 
John O’Connor    15 West 6 Street – Ste. 2700   Tulsa   Tulsa   74119
Name of Agent   Street Address   City   County   Zip Code
    (P.O. BOXES ARE NOT ACCEPTABLE)
 
3. 
The duration of the corporation is: perpetual            
 
 
 
 
 
4.     The aggregate number of the authorized shares, itemized by class, par value of shares, shares without par value, and series, if any, within a class is:

NUMBER OF SHARES
 
SERIES
(If any)
 
PAR VALUE PER SHARE
(Or, if without par value, so state)
         
COMMON 1,500,000,000
     
$0.0002
         
         
         
PREFERRED 25,000,000 
     
$0.0002
 
5. 
Set forth clearly any and all amendments to the certificate of incorporation which are desired to be made:

Change the number of authorized shares of stock from 750,000,000 shares of Common Stock, par value $0.0002 per share to
1,525,000,000 shares consisting of 1,500,000,000 shares of Common Stock par value $0.0002 per share and 25,000,000 shares of Preferred Stock, par value $0.0002 per share.

The Corporation may issue any class of the Preferred Stock in any series.  The Board of Directors shall have authority to establish and designate series, and to fix the number of shares included in each such series and the variations in the relative rights, preferences and limitations as between series, provided that, if the stated dividends and amounts payable on liquidation are not paid in full, the shares of all series of the same class shall share ratably in the payment of dividends including accumulations, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full, and in any distribution of assets other than by way of dividends in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full.  Shares of each such series when issued shall be designated to distinguish the shares of each series from shares of all other series.

 
That at a meeting of the Board of Directors, a resolution was duly adopted setting forth the foregoing proposed amendment(s) to the Certificate of Incorporation of said corporation, declaring said amendment(s) to be advisable and calling a meeting of the shareholders of said corporation for consideration thereof.
 
That thereafter, pursuant to said resolution of its Board of Directors, a meeting of the shareholders of said corporation was duly called and held, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment(s).
 
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by its President or Vice President and attested by its Secretary or Assistant Secretary, this 21st day of December, 2010.
 
         
 
   
/s/ Martin Keating
 
 
   
By             President
 
         
      Martin Keating, Chief Financial Officer  
      (PLEASE PRINT NAME)  
         
ATTEST:        
         
         
/s/ Judy Keating        
By            Secretary        
         
Judy Keating        
(PLEASE PRINT NAME)