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): January 18, 2012
PHOTONIC PRODUCTS GROUP, INC.
(Exact name of registrant as specified in its charter)
| New Jersey | 000-11668 | 22-2003247 | ||||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||
|
181 Legrand Avenue, Northvale, NJ
|
07647 | |||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||
Registrant’s telephone number, including area code: 201-767-1910
| (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:
| o | 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) |
| 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.
On January 23, 2012, Photonic Products Group, Inc. (the “Company”) filed an amendment (the “Amendment”) to its Amended and Restated Articles of Incorporation, as amended, with the Treasurer of the State of New Jersey. The Amendment changed the Company’s name from Photonic Products Group, Inc. to Inrad Optics, Inc. The Amendment will become effective on January 31, 2012.
Item 5.07 Submission of Matters to a Vote of Security Holders
At a Special Meeting of Shareholders of Photonic Products Group, Inc. held on January 18, 2012 (the “Special Meeting”), shareholders representing 7,879,222 shares or 67.29% of the 11,708,964 shares of common stock outstanding on the record date of December 2, 2011 were present in person or by proxy, constituting a quorum for the purposes of the Special Meeting. The proposal voted upon at the Special Meeting and the results of the votes thereon was as follows:
| Proposal One: To amend the Company’s Amended and Restated Certificate of Incorporation to change the Company’s name from Photonic Products Group, Inc. to Inrad Optics, Inc. |
The proposal was approved. Voting for Proposal One was as follows:
| For | Against | Abstain | ||||||||||
| Proposal One | 6,811,037 | 1,063,005 | 5,180 | |||||||||
Item 7.01 Regulation FD Disclosure.
On January 23, 2012, Photonic Products Group, Inc. issued a press release announcing that it is changing its name to Inrad Optics, Inc. A copy of the press release is furnished herewith as Exhibit 99.1.
The information furnished in Item 7.01 and Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
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: January 23, 2012
PHOTONIC
PRODUCTS GROUP, INC.
By:
/s/ William J. Foote
William J. Foote
Chief Financial Officer,
Secretary and Treasurer
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PHOTONIC PRODUCTS GROUP, INC.
Pursuant to N.J.S 14:9-4(3)
The undersigned corporation, having adopted an amendment (the “ Amendment ”) to its Restated Certificate of Incorporation, hereby certifies as follows:
1. The name of the corporation is Photonic Products Group, Inc.
2. Article I of the Restated Certificate of Incorporation shall be deleted and inserted in lieu thereof shall be the following:
“ARTICLE I
The name of the corporation is Inrad Optics, Inc. (the “Corporation”).”
3. The Amendment was adopted by the shareholders on January 18, 2012.
4. There were 11,708,964 shares of common stock, par value $0.01 per share, of the Corporation entitled to vote on the Amendment.
5. The number of shares voting for and against the Amendment was as follows:
For: 6,811,037
Against: 1,063,005
6. This Certificate of Amendment shall be effective January 31, 2011.
IN WITNESS WHEREOF , the undersigned corporation has caused this Certificate of Amendment to be executed on its behalf by its duly authorized officer as of this 23rd day of January, 2012.
|
By: _______________________ William D. Brucker Vice-President, Human Resources and Administration |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Monday, January 23, 2012
Source: Photonic Products Group, Inc.
PHOTONIC PRODUCTS GROUP, INC. (“PPGI”) ANNOUNCES NAME
CHANGE TO INRAD OPTICS, INC.
Northvale, NJ January 23, 2012 – The directors of Photonic Products Group, Inc. are pleased to announce that at a Special Meeting of the Shareholders held January 18, 2012, a change of the Company name was approved, from Photonic Products Group, Inc. to Inrad Optics, Inc.
Inrad Optics, Inc. has long been known as one of the photonic industry’s seminal crystalline products companies. Founded in 1973 as Inrad, Inc., the Company operated under the name Photonic Products Group, Inc. until the recent name change.
The Company has executed the name change in order to leverage the positive historical and current brand equity of the original Inrad name, and more clearly communicate the Company’s principal business activities to both the photonics marketplace and the investment community. The stock, listed on the OTC BB, will continue to trade as PHPG.OB in the immediate future.
Joe Rutherford, Inrad Optics CEO, said of the name change, “The original Inrad organization possessed a remarkable history that began in the formative years of the laser industry. Our new name pays homage to that history, and also signifies a bright new future for our organization.”
Inrad Optics built its reputation on its ability to grow and fabricate crystalline materials to exceptional quality standards. Today, Inrad Optics is a vertically-integrated photonics manufacturer offering crystal-based optical components and devices, custom optical components from both glass and metal, and precision optical and opto-mechanical assemblies.
Its products are used in a wide variety of defense, aerospace, laser, medical, process control and metrology applications.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this press release that are not purely historical are forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. These statements may be identified by their use of forward-looking terminology such as “believes”, “expects”, “should”, “will”, “plan”, “anticipate”, “probably”, “targeting” or similar words. Such forward-looking statements, such as our expectation for revenues, new orders, and improved results involve risks and uncertainties that could cause actual results to differ materially from those projected. Risks and uncertainties that could cause actual results to differ materially from such forward looking statements are, but are not limited to, uncertainties in market demand for the company's products or the products of its customers, future actions by competitors, inability to deliver product on time, inability to develop new business, inability to retain key employees or hire new employees, and other factors discussed from time to time in the Company's filings with the Securities and Exchange Commission including our Annual Report on Form 10-K for the year ended December 31, 2010. The forward looking statements made in this news release are made as of the date hereof and Photonic Products Group, Inc. does not assume any obligation to update publicly any forward looking statement.