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): October 24, 2011
TOMI ENVIRONMENTAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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Florida |
000-09908 |
59-1947988 |
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(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
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of Incorporation) |
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Identification Number) |
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9454 Wilshire Blvd., Penthouse, Beverly Hills, CA 90212
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(Address of principal executive offices) |
with a copy to:
Harold Paul, LLC
P.O. Box 33812
Santa Fe, NM 87594
Telephone (505) 983-2794
Facsimile (866) 644-7615
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))
TOMI ENVIRONMENTAL SOLUTIONS, INC.
Form 8-K
Current Report
ITEM 5.03
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On October 24, 2011, TOMI Environmental Solutions, Inc., a Florida corporation, (the “Company”) filed Articles of Amendment to amend the Articles of Incorporation (the “Amendment”) with the Florida Secretary of State. As a result of the Amendment the Company has increased the aggregate number of authorized shares of common stock to two hundred million (200,000,000) shares, par value $0.01 per share. A copy of the Articles of Amendment is filed herewith as Exhibit 3.1(a). This report is inadvertently being filed six business days late due to the delay in receipt of the notification of the actual filing date.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
3.1(a)
Articles of Amendment to Articles of Incorporation
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 thereunto duly authorized.
Date: November 7, 2011
TOMI ENVIRONMENTAL SOLUTIONS, INC.
By: /s/ Halden S. Shane
Halden S. Shane
President and Chief Executive Officer
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Exhibit 3
Articles of Amendment to Articles of Incorporation of
Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:
A. If amending name, enter the new name of the corporation:
B. Enter new principal office address, if applicable:
(Principal office address MUST BE A STREET ADDRESS )
C. Enter new mailing address, if applicable:
(Mailing address MAY BE A POST OFFICE BOX)
D. If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and/or the new registered office address:
Name of New Registered Agent: ________________________________
New Registered Office Address:
_____________________, Florida __________
(City) (Zip Code)
New Registered Agent's Signature, if changing Registered Agent:
I hereby accept the appointment as registered agent. I am familiar with and accept the obligations of the position.
If amending the Officers and/or Directors, enter the title and name of each
officer/director being removed and title, name, and address of each Officer
and/or Director being added:
(Attach additional sheets, if necessary)
Title Name Address Type of Action
----- ---- ------- --------------
COO Richard L. Johnson 9454 Wilshire Blvd. [ ] Add
Penthouse [X] Remove
Beverly Hills, CA 90212
D Willie L. Brown, Jr. 9454 Wilshire Blvd. [ ] Add
Penthouse [X] Remove
Beverly Hills, CA 90212
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E. If amending or adding additional Articles, enter change(s) here:
(attach additional sheets, if necessary). (Be specific)
ARTICLE IV, SHARES is amended to increase the authorized common shares from 75,000,000 shares to 200,000,000 shares. The par value is not changed.
The first paragraph of Article IV will be as follows:
"The company is authorized to issue 200,000,000 common shares. The
par value of the common shares remains $.01 par value per share."
Paragraphs 2 and 3 are not changed.
F. If an amendment provides for an exchange, reclassification, or
cancellation of issued shares, provisions for implementing the amendment
if not contained in the amendment itself:
(if not applicable, indicate N/A)
N/A
The date of each amendment(s) adoption: September 15, 2011
Effective date if applicable:
(no more than 90 days after amendment file date)
Adoption of Amendment(s) (CHECK ONE)
[X] The amendment(s) was/were adopted by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval.
[ ] The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):
"The number of votes cast for the amendment(s) was/were sufficient for approval by ___________________________________________."
(voting group)
[ ] The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.
[ ] The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required.
Dated September 19, 2011
Signature /S/ HALDEN S. SHANE
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(By a director, president or other officer - if
directors or officers have not been selected, by
an incorporator - if in the hands of a receiver,
trustee, or other court appointed fiduciary by
that fiduciary)
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