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 4, 2013
3DIcon Corporation
(Exact name of registrant as specified in charter)
|
Oklahoma (State or other jurisdiction of incorporation) |
000-54697 (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))
| Item 5.02 . |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On April 4, 2013, Sidney Aroesty informed the Board of Directors (the “Board”) of 3DIcon Corporation (the “Company”) that he would resign from the Board, effective April 15, 2013. Mr. Aroesty’s resignation is not as a result of any disagreements with the Company and is in keeping with a reduction of business activities in his long term retirement plans. Mr. Aroesty agreed to remain a consultant to the Company, on an as-needed basis, in the capacity of Chairman to the Company’s newly formed Business Advisory Board.
| Item 5.03 . | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 4, 2013, the Board adopted by unanimous written consent an amendment to the Company’s Bylaws (the “Amendment”) pursuant to which it established a Business Advisory Board to assist and advise the Board in any business matter on which the Board seeks advisement. Furthermore the Board established a Technical Advisory Board to assist and advise the Board in any technology matter on which the Board seeks advisement. The Amendment also provides for indemnification to any member of either Advisory Board to the fullest extent provided by the Company’s Bylaws.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item by reference.
| Item 8.01 . | Other Events |
A copy of the press release announcing Mr. Aroesty’s resignation is attached herewith as Exhibit 99.1.
| Item 9.01 . | Financial Statements and Exhibits |
| (c) | Exhibits |
| Exhibit No . | Description |
| 3.1 | Amendment to the Bylaws | |
| 99.1 | Press release dated April 5, 2013 |
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: April 5, 2013
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3DICON CORPORATION
By: /s/ Mark Willner |
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Name: Mark Willner Position: Chief Executive Officer |
AMENDMENTS TO THE BYLAWS
OF
3DICON CORPORATION
(an Oklahoma Corporation)
These Amendments to the Bylaws (“ Amendments ”) are adopted effective April 4, 2013, and amend the Bylaws of 3DIcon Corporation (“ Corporation ”) adopted on August 11, 1995, as amended by: (1) the Unanimous Written Consent of the Directors of Corporation, dated April 29, 2007; (2) the Memorandum of Action of the Directors of Corporation, dated November 1, 2007; and (3) the Memorandum of Action of the Directors of Corporation, dated April 24, 2008 (collectively, the “ Bylaws ”).
| 1. | The following provision is added to the Bylaws as Article III, Section 15: |
Section 15. Business Advisory Board; Technical Advisory Board . The Board of Directors may, by resolution passed by the affirmative vote of at least a majority of the number of directors fixed by these Bylaws: (1) appoint up to fifteen (15) advisory directors to be members of the Business Advisory Board of the Corporation (“Business Advisory Board”); and (2) appoint up to fifteen (15) advisory directors to be members of the Technical Advisory Board of the Corporation (“Technical Advisory Board”). The Business Advisory Board shall assist and advise the Board of Directors in any business matter for which the Board of Directors seeks advisement. The Technical Advisory Board shall assist and advise the Board of Directors in any technology matter for which the Board of Directors seeks advisement.
| 2. | The following provision is added to the Bylaws as Article III, Section 15.1: |
Section 15.1. Term; Liability; Operation; Indemnity . Advisory Directors appointed by the Board of Directors to the Business Advisory Board or the Technical Advisory Board (collectively, the “Advisory Directors”) shall not be entitled to exercise the powers of the Board of Directors in any capacity. All Advisory Directors: shall serve at the pleasure of the Board of Directors and for such compensation, if any, as the Board of Directors shall from time to time determine; shall have no authority to make decisions or to speak for the Corporation, or to bind the Corporation to obligations; and shall have no responsibility or liability for the decisions, obligations or liabilities of the Corporation. The Board of Directors shall appoint the Chairpersons, respectively, of the Advisory Boards, who shall preside at the meetings of such boards, and such Advisory Boards shall meet at such times and places as the Board of Directors shall determine. All operational bylaws applicable to the Board of Directors (i.e. requirements for meetings, notice, conduct of business, voting, etc.) shall be applicable to the Business Advisory Board, the Technical Advisory Board and the Advisory Directors. An Advisory Director may resign or be removed by the Board of Directors at any time for any reason or for no reason.
| 1 |
Advisory Directors shall be entitled to indemnification by Corporation pursuant to Article Eight hereof with respect to those matters for which their advice is sought by the Board of Directors.
| 3. | The following provision is added to the Bylaws as Article VIII, Section 11: |
11. Applicability to Advisory Directors . For purposes of this Article Eight , references to a “director” shall include all Advisory Directors.
| 4. | All provisions of the Bylaws not amended hereby are ratified and reaffirmed as of the date hereof. |
The undersigned hereby certify that the foregoing Amendments to the Bylaws of 3DIcon Corporation were duly adopted by the Board of Directors of said corporation, effective as of the 4 th day of April, 2013.
| By: | /s/ Mark Willner | |
| Name: | Mark Willner | |
| Title: | President | |
| By: | /s/ Judy Keating | ||||
| Name: | Judy Keating | ||||
| Title: | Secretary |
| 2 |
3DIcon Board Member becomes Chairman of Business Advisory Board
TULSA, OK – 04/05/13 -- 3DIcon Corporation (OTCBB:TDCP), a developer of volumetric, three-dimensional display technologies, announced today that Sidney Aroesty, currently a board member of 3DIcon Corporation (“3DIcon”), will be stepping down effective April 15, 2013. Mr. Aroesty will become Chairman of a newly formed Business Advisory Board of 3DIcon and will act as a consultant on an as needed basis. Mr. Aroesty retired as Executive Vice President and Chief Operating Officer of Siemens Medical Solutions Diagnostics, a division of Siemens AG in 2007and joined 3DIcon’s board in 2012. This move is in keeping with his long term retirement plans and reduction of business activities. The Company appreciates the efforts of Mr. Aroesty and looks forward to a continuing relationship as his leadership and business acumen have provided 3DIcon with immeasurable value.
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 .
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