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):   August 30, 2012

   

  RF INDUSTRIES, LTD.  
  (Exact name of registrant as specified in its charter)  

 

 

Nevada 

(State or Other Jurisdiction
of Incorporation)

0-13301 

(Commission File Number)

88-0168936

(I.R.S. Employer
Identification No.)

 

7610 Miramar Road, Bldg. 6000

San Diego, California 92126-4202

(Address of Principal Executive Offices)

 

(858) 549-6340

(Registrant’s Telephone Number)

 

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:

 

¨ 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)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 
 

 

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

Annual Meeting of Stockholders

 

The Annual Meeting of stockholders of RF Industries, Ltd. (“we,” “us,” “our” or the “Company”) was held on August 30, 2012. We filed our definitive proxy statement (the “ Proxy Statement ” ) in connection with the Annual Meeting with the Securities and Exchange Commission on July 12, 2012 (which can be viewed at: www.sec.gov).

 

Our stockholders acted upon the following proposals at the Annual Meeting:

 

· Proposal I : a proposal to elect each of Marvin H. Fink, Howard F. Hill, William L. Reynolds, Darren Clark, David Sandberg and J. Randall Waterfield to serve on our board of directors until the 2013 Annual Meeting of stockholders;

 

· Proposal II : a proposal to approve an amendment and restatement of our Articles of Incorporation (the “ Amended and Restated Articles of Incorporation ” ) to remove unnecessary and outdated provisions and to conform our Articles of Incorporation more closely to those of other Nevada public corporations; and

 

· Proposal III : a proposal to ratify the selection of J.H. Cohn LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2012.

 

Voting Results

 

Proposal I : Marvin H. Fink, Howard F. Hill, William L. Reynolds, Darren Clark, David Sandberg and J. Randall Waterfield were re-elected to serve on our board of directors until the 2013 Annual Meeting of stockholders on the following vote:

 

Name of Director “FOR” votes “WITHHELD” votes
Marvin H. Fink 3,671,588 38,479
Howard F. Hill 3,670,522 39,545
William L. Reynolds 3,696,665 13,402
Darren Clark 3,703,867 6,200
David Sandberg 2,532,371 1,177,696
J. Randall Waterfield 2,636,950 1,073,117

 

In addition, there were 2,381,833 broker non-votes in connection with this proposal.

 

Proposal II : This proposal was approved with 3,680,210 “FOR” votes, 23,077 “AGAINST” votes and 6,780 “ABSTAIN” votes. In addition, there were 2,381,833 broker non-votes in connection with this proposal.

 

Proposal III : This proposal was approved with 6,088,277 “FOR” votes, 1,675 “AGAINST” votes and 1,948 “ABSTAIN” votes. There were no broker non-votes in connection with this proposal.

 

 
 

 

 

ITEM 8.01 Other Events.

 

On August 30, 2012, we filed the Amended and Restated Articles of Incorporation in accordance with our disclosure in the Proxy Statement. The Amended and Restated Articles of Incorporation became effective upon filing with the Nevada Secretary of State. A copy of the Amended and Restated Articles of Incorporation is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description

3.1

 

Amended and Restated Articles of Incorporation of the Company. 

 

 

 

 
 

 

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.

 

                                                                       

RF Industries, Ltd.

 

 

     
Date:     August 31, 2012 By: 

/s/ James Doss

    James Doss
President and Chief Financial Officer

 

 

 

AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
RF INDUSTRIES, LTD.

 

ARTICLE I  

 

The name of this corporation is RF Industries, Ltd. (the “Corporation”).

 

ARTICLE II  

 

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under Chapter 78 of the Nevada Revised Statute s, as revised.

 

ARTICLE III  

 

The Corporation is authorized to issue a total of twenty million (20,000,000) shares of capital stock, $0.01 par value per share, designated "Common Stock."

 

ARTICLE IV  

 

The period during which the Corporation shall continue is perpetual.

 

ARTICLE V  

 

No stockholders of the Corporation shall have preemptive rights to any stock of the Corporation now or hereafter authorized.

 

ARTICLE VI  

 

Section 1. A director of the Corporation shall, to the fullest extent permitted by the Nevada Revised Statutes, as revised, as they now exist or as they may hereafter be amended, not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exception from liability is not permitted under the Nevada Revised Statutes, as revised, as the same exist or may hereafter be amended.

 

Any amendment, repeal or modification of the foregoing provisions of this Article VI, Section 1, or the adoption of any provision in an amended or restated Articles of Incorporation inconsistent with this Article VI, Section 1 by the stockholders of the Corporation shall not apply to, or adversely affect, any right or protection of a director of the Corporation existing at the time of such amendment, repeal, modification or adoption.

 

Section 2. To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of, and advancement of expenses to, such agents of the Corporation (and any other persons to which Nevada law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by the Nevada Revised Statutes, as revised, subject only to limits created by applicable Nevada law (statutory or non-statutory), with respect to actions for breach of duty to the Corporation, its stockholders and others.

 

 
 

 

 

Any amendment, repeal or modification of any of the foregoing provisions of this Article VI, Section 2 shall not adversely affect any right or protection of a director, officer, agent or other person existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to such amendment, repeal or modification.

 

ARTICLE VII  

 

The capital stock of the Corporation, after the amount of the subscription or purchase price has been paid in, shall not be subject to assessment to pay debts of the Corporation; and no paid stock and no stock issued as fully paid up shall ever be assessable or assessed for any purpose whatever; and no stockholder shall be individually liable for any debt or liability of the Corporation. The stockholders and their private property shall always be exempt from liability of debts or liabilities of the Corporation.

 

The vote by which the stockholders holding shares in the Corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the Articles of Incorporation have voted in favor of the amendment. The percentage of outstanding shares voting in favor of the amendment is 53.61%.

 

 

Dated: August 30, 2012

/s/ James Doss

  James Doss, President, Chief Financial Officer and Secretary 

 

 

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