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):  April 25, 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 April 25, 2014, Jeffrey E. Eberwein resigned from his position as a member of the board of directors of the Reliability Incorporated (the “Company”) and as the President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company.  The board of directors thanks Mr. Eberwein for his service.

Mr. Hartley, a current director, was appointed, immediately following the effectiveness of Mr. Eberwein’s resignation, to the executive positions of President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company. In addition, Mr. Hartley was appointed Chairman of the board of directors.

Also effective April 25, 2014, each of William DeRosa and Hannah Bible were appointed to the Company’s board of directors to fill two of the vacancies on the board of directors.

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

On April 30, 2014, the Company submitted a Certificate of Amendment to the Restated Articles of Incorporation for filing with the Office of the Secretary of the State of Texas to identify the directors as Kyle Hartley, William DeRosa and Hanna Bible, 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 submitted to 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 April 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: April 30, 2014
By:
/s/ Kyle Hartley
   
Name: Kyle Hartley
   
Title: President and CEO



Exhibit Index

Exhibit No.          Description
5.03                      Certificate of Amendment to Articles of Incorporation, dated April 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:


OR
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:
Kyle Hartley, William DeRosa and Hannah Bible
c/o Reliability, Inc. 53 Forest Avenue, First Floor, Old Greenwich, Connecticut 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:
04/29/2014
   
     
   
/s/ Kyle Hartley
   
Signature of authorized person
     
   
Kyle Hartley, President
   
Printed or typed name of authorized person (see instructions)