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): May 18, 2011
 
 
ADVANCED MEDICAL ISOTOPE CORPORATION
(Name of registrant as specified in its charter)

Delaware
0-53497
80-0138937
(State or other jurisdiction of
Incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
     
8131 W. Grandridge Blvd.  Suite 101, Kennewick WA 99336
 
99336
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (509) 736-4000
 
 
N/A
 
 (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 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))

 
 
 
 
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
Effective May 18, 2011, we amended our Certificate of Incorporation to increase our authorized shares of Common Stock from 100,000,000 shares to 200,000,000 shares and to authorize 20,000,000 shares of Preferred Stock, with the Board of Directors having the authority to establish one or more series of Preferred Stock and to determine the designations, preferences and rights of each series of Preferred Stock.

The definitive information statement relating to this amendment was filed with the SEC on April 27, 2011, and was mailed on April 28, 2011 to our stockholders as of the April 14, 2011 record date.  As described in our information statement, this amendment was approved on April 12, 2011 by our Board of Directors and on April 15, 2011 by written consent of the holders of a majority of our outstanding Common Stock as of the record date.

A copy of the Certificate of Amendment to our Certificate of Incorporation, as filed with the Delaware Secretary of State on May 18, 2011, is filed as Exhibit 3.1 to this current report.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)           Exhibits

Exhibit No.
Description
 
 
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.

 
 
ADVANCED MEDICAL ISOTOPE CORPORATION
       
Date:  May 18, 2011
By:
/s/ James C. Katzaroff     
 
 
Name:
James C. Katzaroff 
 
 
Title:
Chairman and Chief Executive
Officer 
 
       

 
 
 
 
 
 
 
 
 
 
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EXHIBIT 3.1

CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
ADVANCED MEDICAL ISOTOPE CORPORATION
 
Advanced Medical Isotope Corporation, a Delaware corporation (the “Corporation”), hereby certifies that:

1.
The name of the Corporation is Advanced Medical Isotope Corporation.  The date of filing its original Certificate of Incorporation with the Secretary of State was January 7, 2000.

2.
The amendment to the Corporation’s Certificate of Incorporation set forth below (the “Amendment”) was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

3.
Article IV of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:

ARTICLE IV

1.             Authorized Shares .   The Corporation is authorized to issue a total of 220,000,000 shares in two classes designated, respectively, “Common Stock” and “Preferred Stock.”  The total number of shares of Common Stock authorized to be issued is 200,000,000 shares, $0.001 par value per share.  The total number of shares of Preferred Stock authorized to be issued is 20,000,000 shares, $0.001 par value per share.
 
2.             Preferred Stock .   The Board of Directors of the Corporation is expressly authorized, at any time and from time to time and to the fullest extent permitted by the Delaware General Corporation Law, to provide for the issuance of shares of Preferred Stock in one or more series, to establish the number of shares in each series, and to determine the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations, or restrictions, of each series, as shall be stated and expressed in the resolution or resolutions providing for the issuance thereof adopted by the Board of Directors.
 
3.             Voting .   Each holder of Common Stock is entitled to one vote per share on any matter submitted to a vote of the stockholders, except that holders of Common Stock, except as otherwise required by law, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of the affected series of Preferred Stock are entitled, either separately or together with the holders of one or more other series of Preferred Stock, to vote thereon by law or pursuant to this Certificate of Incorporation, including any certificate of designation filed with respect to any series of Preferred Stock.
 
 
 
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4.
The Board of Directors of the Corporation adopted the Amendment on April 12, 2011 and by resolution submitted the Amendment to the Corporation’s stockholders for their approval.

5.
The Corporation’s stockholders adopted the Amendment on April 15, 2011 by written consent in accordance with Section 228 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed on its behalf this 18th day of May, 2011.
 
 
ADVANCED MEDICAL ISOTOPE CORPORATION
       
 
By:
/s/ James C. Katzaroff  
    James C. Katzaroff  
   
Chief Executive Officer and Chairman
 
       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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