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): June 29, 2010
Applied
DNA Sciences, Inc
(Exact
Name of Registrant as Specified in Charter)
Delaware
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002-90539
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59-2262718
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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25
Health Sciences Drive, Suite 113
Stony
Brook, New York 11790
(Address
of Principal Executive Offices) (Zip Code)
631-444-
8090
(Registrant’s
telephone number, including area code)
Not
Applicable
(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 (see General Instruction A.2 below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
(a)
On
June 29, 2010, Applied DNA Sciences, Inc. (the “Company”) amended its
Certificate of Incorporation to increase the number of authorized shares of
common stock, $0.001 par value per share, from 410,000,000 to 800,000,000
shares. The amendment became effective by filing a Certificate of
Amendment with the State of Delaware on June 29, 2010 following shareholder
approval, as discussed further below under Item 5.07.
A copy of
the Certificate of Amendment is attached hereto as
Exhibit 3.1.
Item
5.07. Submission of Matters to a Vote of Security
Holders.
As a
company that reports under Section 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), we are not subject to the proxy rules of
Section 14 of the Exchange Act. In accordance with Delaware law and
pursuant to our bylaws, we sought the approval of the matters described below
through the solicitation of proxies. Our annual meeting of
stockholders was held on June 29, 2010. The following proposals were
voted on and approved by the Company’s stockholders at the annual meeting with
the stockholders having voted as set forth below:
Proposal 1 - to reelect the
existing members of the board of directors, James A. Hayward, Yacov Shamash, and
Sanford R. Simon, each for a one-year term or until their successors are duly
elected and qualified
:
Directors
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For
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Withheld
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James
A. Hayward
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55,550,119
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1,057,850
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Yacov
Shamash
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55,871,794
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736,175
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Sanford
R. Simon
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55,891,294
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716,675
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Proposal 2 - to approve an
amendment to our Certificate of Incorporation to increase the number of
authorized shares of common stock, $0.001 par value per share, to
800,000,000
:
For
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Against
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Abstain
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207,436,448
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11,014,403
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84,290
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Proposal 3 - to ratify the
appointment of RBSM LLP as our independent registered public accounting firm for
the fiscal year ending September 30, 2010
:
For
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Against
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Abstain
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217,300,228
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931,731
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303,182
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Item
9.01. Financial Statements and Exhibits.
(d)
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Exhibits
.
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3.1
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Certificate
of Amendment to Certificate of Incorporation of Applied DNA Sciences,
Inc., dated June 29, 2010.
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SIGNATURE
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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Applied
DNA Sciences, Inc.
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(Registrant)
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By:
/s/ James A.
Hayward
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James
A. Hayward
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Chief
Executive Officer
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Date:
June 30, 2010
EXHIBIT
INDEX
Exhibit
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Description
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3.1
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Certificate
of Amendment to Certificate of Incorporation of Applied DNA Sciences,
Inc., dated June 29, 2010.
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
APPLIED DNA SCIENCES, INC.
* * * * *
Applied DNA Sciences, Inc. (the
“Corporation”
),
a corporation organized and existing under the General Corporation Law of the State of Delaware (the
“General Corporation Law”
), DOES HEREBY CERTIFY THAT:
FIRST:
The first paragraph of Article IV of the Certificate of Incorporation of the Corporation is hereby amended and replaced in its entirety to read as follows:
“This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of stock which the Corporation shall have the authority to issue is 810,000,000. The total number of shares of Common Stock that the Corporation is authorized to issue is 800,000,000, with a par value of $0.001 per share. Each share of Common Stock shall entitle the holder thereof to one (1) vote on each matter submitted to a vote at any meeting of stockholders. The total number of shares of Preferred Stock that the Corporation is authorized to issue is 10,000,000, with a par value of $0.001 per share.”
SECOND:
That pursuant to resolution of the Board of Directors, the proposed amendment was submitted to the stockholders of the Corporation for consideration at the annual meeting of stockholders held on June 29, 2010 and was duly adopted by the stockholders of the Corporation in accordance with the applicable provisions of Section 242 of the General Corporation Law of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Certificate of Incorporation to be signed by its Chief Executive Officer, on June 29
th
, 2010.
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APPLIED DNA SCIENCES, INC.
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By:
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/s/ James A. Hayward
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Name:
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James A. Hayward
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Title:
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Chief Executive Officer
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