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): April 27, 2012
3DIcon Corporation
(Exact name of registrant as specified in charter)
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Oklahoma (State or other jurisdiction of incorporation) |
333- 143761 (Commission File Number) |
73-1479206 (IRS Employer Identification No.) |
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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))
This Form 8-K and other reports filed by 3DIcon Corporation, an Oklahoma corporation (the “Registrant” or the “Company”) from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management as well as estimates and assumptions made by the Registrant’s management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant’s industry, operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
| Item 8.01. | Other Events |
On April 27, 2012, 3DIcon Corporation, an Oklahoma corporation (the “Company”) filed an Amended Certificate of Incorporation (the “Amendment”) to effect a 1-for-35 reverse split of the Company’s common stock. The reverse stock split was announced by Financial Industry Regulatory Authority (“FINRA”) on April 26, 2012 and became effective on April 27, 2012. As previously reported on the Company’s Current Report on Form 8-K, filed on October 20, 2011, this action followed a stockholder vote at the Company’s annual meeting of the stockholders of the Company, which vote authorized the Company’s Board of Directors to effect a reverse stock split of the Company’s authorized, issued and outstanding common stock.
On April 27, 2012, the effective date, every 35 shares of the Company’s issued and outstanding common stock were combined into one share of common stock. The Company did not issue any fractional shares in connection with the reverse stock split. Stockholders of record who otherwise would have been entitled to receive fractional shares will be entitled, upon surrender to our transfer agent of certificates representing such shares, cash in lieu thereof.
On April 27, 2012, to indicate the reverse stock split, the OTCBB appended a “D” to the Company’s trading symbol and for a period of 20 trading days the Company’s common stock will be reported under the symbol “TDCPD.” After the 20 trading days, the Company’s trading symbol will revert to “TDCP.” The new CUSIP number for the Company’s common stock is 88579F201.
A copy of the Amendment effecting the reverse stock split is attached hereto as Exhibit 3.1.
| Item 9.01. | Financial Statements and Exhibits |
| (c) | Exhibits |
| Exhibit No. | Description | |
| 3.1 | Amended Certificate of Incorporation of 3DIcon Corporation | |
| 99.1 | Letter to shareholders from 3DIcon’s Chief Executive Officer, Mark Willner | |
| 99.2 | Press Release dated April 27, 2012 |
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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Date: May 2, 2012
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3DICON CORPORATION
By: /s/ Mark Willner |
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Name: Mark Willner Position: Chief Executive Officer |
April 27, 2012
Dear Shareholders,
As part of our ongoing efforts to keep you better informed about recent developments within 3DIcon, this letter will bring you up-to-date about the reverse split, CSpace development progress, and the refinement and validation of our strategies around glasses-free flat screen 3D.
As you may already know, 3DIcon (the Company) has effected a reverse split of its stock effective Friday, April 27, 2012. For every thirty-five (35) shares you now hold you will receive one (1) share and the price of those new shares will be increased by thirty-five (35) times at the open on April 27. This action was approved by the shareholders of the Company in a vote conducted October 15, 2011. As discussed at the Company's annual meeting in Tulsa on October 15, 2011, and in the CEO letter of November 1, 2011, recent FINRA's regulations make the deposit of low priced stocks difficult and costly. The reverse split was necessary to allow the Company to continue to raise capital and to allow shareholders to be able to deposit shares.
The Company is continuing its focused efforts on two fronts: the further development of our patented CSpace technology and development / validation of our strategies in the glasses-free flat screen 3D area.
On the CSpace front, Dr. Melnik and Dr. Refai, have already made significant improvements to the illumination optics that are a key subsystem of the next generation CSpace laboratory prototype. These improvements are already delivering much more laser power which in turn is creating much brighter images. Once the brightness improvements are complete, the technical team plans to modify the projection optics to greatly increase the resolution of the 3D images we can display. Both the Board and the management team are very encouraged by the progress to date.
On the flat screen 3D front, we have completed about 70% of the meetings with potential domestic and international partners within the glasses-free flat screen 3D display industry. Some of these companies have global reach. The response by these companies to our early market entry and partnership strategies has been very positive. We plan to complete these meetings and to also meet with potential downstream customers within the next 30-45 days to further validate these new strategies. We then plan to present our findings and recommendations to the Board. Based on the positive feedback to date, we are very optimistic that our strategies are sound and that our market timing is good moving forward.
Sincerely,
3DICON CORPORATION
Mark Willner
Chief Executive Officer
With the exception of historical information, the matters discussed in this news release are forward-looking statements that
involve a number of risks and uncertainties. The actual future results of 3DIcon could differ significantly from those statements.
Factors that could cause actual results to differ materially include risks and uncertainties such as the inability to finance the
company's operations, inability to hire and retain qualified personnel, and changes in the general economic climate. In some cases,
you can identify forward-looking statements by terminology such as "may," "will," "should," "expect,"
"plan," "anticipate," "believe," “estimate," "predict," "potential"
or "continue," the negative of such terms, or other comparable terminology. These statements are only predictions. Although
we believe that the expectations reflected in the forward-looking statements are reasonable, such statements should not be regarded
as a representation by 3DIcon, or any other person, that such forward-looking statements will be achieved. We undertake no duty
to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of
the foregoing, readers are cautioned not to place undue reliance on such forward-looking statements.
3DIcon's CEO Mark Willner Issues Company Update Letter to Shareholders
TULSA, Okla., April 27, 2012 (GLOBE NEWSWIRE) -- 3DIcon Corporation (OTCBB:TDCPD), a developer of volumetric, three-dimensional projection and display technologies, today announced that its CEO, Mr. Mark Willner, has issued a Company Update Letter to Shareholders.
In the letter, Mr. Willner states that the Company has implemented the reverse stock split that was approved by shareholders last year and then describes the reasons for the split. Mr. Willner goes on to provide updates on the progress of the Company's CSpace volumetric 3D display technology and the validation of the Company's glasses-free flat screen partnership strategies. To view the letter in full, please visit http://content.stockpr.com/tdcp/media/60f73dedbabc274d5a954984f238b4ae.pdf
About 3DIcon Corporation
3DIcon Corporation is a developer of groundbreaking 3D projection and display technologies that are designed to produce full color, high-resolution, 360-degree volumetric images, a development many consider to be the next step in 3D display technology. CSpace creates both dense and translucent images for use in mission critical functions including healthcare, security and defense. CSpace enables viewing inside organs, cargo containers, and baggage, as well as large scale terrain such as oceans and mountains, all of which are beyond the capabilities of other current display methodologies. The company also offers a software product, Pixel Precision®, which targets the R&D market for developers using Texas Instruments' DLP® line of products. For visualization of CSpace images please visit www.3dicon.net.
The 3DIcon Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=7750
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION ACT OF 1995
With the exception of historical information, the matters discussed in this news release are forward-looking statements that involve a number of risks and uncertainties. The actual future results of 3DIcon could differ significantly from those statements. Factors that could cause actual results to differ materially include risks and uncertainties such as the inability to finance the company's operations, inability to hire and retain qualified personnel, and changes in the general economic climate. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. These statements are only predictions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such statements should not be regarded as a representation by 3DIcon, or any other person, that such forward-looking statements will be achieved. We undertake no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on such forward-looking statements.
| CONTACT: | 3DIcon Corporation |
Judy Keating
918-494-0509
Released April 27, 2012