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):  09/04/2007

 

DIGITAL POWER CORPORATION

(Exact name of registrant as specified in its charter)

 

Commission File Number:  001-12711

 

California  

    

94-1721931  

(State or other jurisdiction of  

    

(IRS Employer  

incorporation)  

    

Identification No.)  

 

4830 Lakeview Blvd.

Fremont, CA 94538-3158

(Address of principal executive offices, including zip code)  

 

(510) 657-2635

(Registrant’s telephone number, including area code)

 

(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:

 

[  ]   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 5.03

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

 

On September 4, 2007, pursuant to the Amended By-Laws of Digital Power Corporation (the “Company”) and the California General Corporation Law, the Company filed a Certificate of Amendment of Articles of Incorporation with the California Secretary of State (the “Amendment”). The Amendment increased the number of authorized shares of the Company’s Common Stock from 10,000,000 to 30,000,000.

 

The Company inadvertently did not file a Current Report on Form 8-K disclosing the Amendment at the time and the Company’s subsequently filed Quarterly and Annual Reports on Forms 10-Q and 10-K, respectively, have not referenced Articles of Incorporation, as amended. The Amendment is disclosed herewith as Exhibit 3.1.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits:

  

  

  

3.1

Certificate of Amendment of Articles of Incorporation

   

 

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.

 

   

DIGITAL POWER CORPORATION

 

Date: December 9, 2013

 

 

By:   /s/ Amos Kohn                                                                       

   

Amos Kohn

President & Chief Executive Officer

 

 

 

 
 
 

 

EXHIBIT INDEX

 

Exhibit No.

  

Description

 

EX-3.1

  

 

Certificate of Amendment of Articles of Incorporation.

 

 

Exhibit 3.1

 

 

CERTIFICATE OF AMENDMENT

 

OF

 

ARTICLES OF INCORPORATION

 

 

Jonathan Wax and Leo Yen certify that:”

 

1.     They are the president and the secretary, respectively, of Digital Power Corporation, a California corporation.

 

2.     The first paragraph of Section (a)(i) of Article III of the Articles of Incorporation will be amended to read as follows:

 

“III: (a) (i) This Corporation is authorized to issue two classes of shares to be designated respectively Preferred Stock, no par value, (“Preferred”) and Common Stock, no par value (“Common”). The total number of shares of Preferred the Corporation shall have authority to issue is 2,000,000, and the total number of shares of Common the Corporation shall have authority to issue is 30,000,000.”

 

3.     The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors.

 

4.     The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The number of outstanding shares of Common Stock of the corporation is 6,610,708. There are no outstanding shares of Preferred Stock of the corporation. No shares of Class B Common Stock have been issued. The number of shares of Common Stock voting in favor of the amendment equaled or exceeded the vote required. The percentage of vote required was more than 50%.

 

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

 

 

 

DATE:     August 7, 2007

 

 

    /s/ Jonathan Wax       
    Jonathan Wax, President  
        
       
    /s/ Leo Yen  
   

Leo Yen, Secretary