RELIABILITY INC (Form: 8-K, Received: 01/31/2014 16:34:10)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 28, 2014

RELIABILITY INCORPORATED

(Exact name of registrant as specified in its charter)

Texas	000-7092	75-0868913
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

53 Forest Avenue, First Floor

Old Greenwich, Connecticut 06870

(Address of principal executive offices)

Registrant's telephone number, including area code:

(203) 542-0235

(Former name or former address, if changes 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:

		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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective January 28, 2014, Jay Gottlieb and Greggory Schneider each resigned from his position as a member of the board of directors of the Reliability Incorporated (the “Company”). The board of directors thanks each of them for their service.

Item 5.03 . Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 29, 2014, the Company filed a Certificate of Amendment to the Restated Articles of Incorporation with the Office of the Secretary of the State of Texas to identify the directors as Jeffrey E. Eberwein and Kyle Hartley, each with an address c/o Reliability, Inc., 53 Forest Avenue, First Floor, Old Greenwich, Connecticut 06870. A copy of the Certificate of Amendment that was filed with the Office of the Secretary of State of Texas is attached hereto as Exhibit 5.03.

Item 9.01. Financial Statements and Exhibits.

Exhibits:

Exhibit No. Description

5.03 Certificate of Amendment to Articles of Incorporation, dated January 29, 2014.

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.

		RELIABILITY INCORPORATED (Registrant)
Date: January 31, 2014	By:	/s/ Jeffrey E. Eberwein
		Name: Jeffrey E. Eberwein
		Title: President and CEO

Exhibit Index

Exhibit No. Description

5.03 Certificate of Amendment to Articles of Incorporation, dated January 29, 2014.

Form 424

(Revised 05/11)

Submit in duplicate to: Secretary of State

P.O. Box 13697

Austin, TX 78711-3697

512 463-5555

FAX: 512/463-5709

Filing Fee: See instructions

Certificate of Amendment

This space reserved for office use.

Entity Information

The name of the filing entity is:

RELIABILITY INCORPORATED

State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name.

The filing entity is a: (Select the appropriate entity type below.)

[X]	For-profit Corporation	o	Professional Corporation
o	Nonprofit Corporation	o	Professional Limited Liability Company
o	Cooperative Association	o	Professional Association
o	Limited Liability Company	o	Limited Partnership

The file number issued to the filing entity by the secretary of state is: 0011672900

The date of formation of the entity is: September 21, 1953

Amendments

1. Amended Name

(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)

The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:

The name of the filing entity is: (state the new name of the entity below)

The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable.

2. Amended Registered Agent/Registered Office

The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows:

Registered Agent

(Complete either A or B, but not both. Also complete C.)

o A. The registered agent is an organization (cannot be entity named above) by the name of: _____________________________________________________________________________________________

o B. The registered agent is an individual resident of the state whose name is:

_____________________________________________________________________________________________

First Name M.I. Last Name Suffix

The person executing this instrument affirms that the person designated as the new registered agent has consented to serve as registered agent.

C. The business address of the registered agent and the registered office address is:

______________________________________________________________ TX _____________________________

Street Address (No P.O. Box) City State Zip Code

3. Other Added, Altered, or Deleted Provisions

Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

o Add each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows:

[X] Alter each of the following provisions of the certificate of formation. The identification or reference of the altered provision and the full text of the provision as amended are as follows:

ARTICLE FIVE:

The current directors are as follows:

Jeffrey E. Eberwein, Kyle Hartley

c/o Reliability, Inc. 53 Forest Ave., Old Greenwich, CT 06870

o Delete each of the provisions identified below from the certificate of formation.

Statement of Approval

The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.

Effectiveness of Filing (Select either A, B, or C.)

A. [X] This document becomes effective when the document is filed by the secretary of state.

B. o This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: ______________________________

C. o This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90th day after the date of signing is: ____________________________

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.

Date:	01/28/2014	By:

			/s/ Jeffrey E. Eberwein
			Signature of authorized person

			Jeffrey E. Eberwein
			Printed or typed name of authorized person (see instructions)