Access Integrated Technologies Inc - Current report filing (8-K)
11 9월 2008 - 4:11AM
Edgar (US Regulatory)
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
September
4, 2008
(Date of
earliest event reported)
Access
Integrated Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
000-51910
|
22-3720962
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
55
Madison Avenue, Suite 300, Morristown, New Jersey
|
07960
|
(Address
of principal executive offices)
|
(Zip
Code)
|
973-290-0080
(Registrant’s
telephone number, including area code)
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):
¨
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))
TABLE OF
CONTENTS
Item
5.02
|
Departure
of Certain Directors or Certain Officers;
Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
|
|
|
Item
5.03
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Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year
|
|
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Item
9.01
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Financial
Statements and Exhibits
|
|
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Signature
|
|
|
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Exhibit
Index
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|
|
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Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(e) On
September 4, 2008, at the Access Integrated Technologies, Inc. (the “Company”)
Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of the
Company approved an amendment (the “Plan Amendment”) to the Company's Second
Amended and Restated 2000 Equity Incentive Plan (the “Plan”) to increase the
total number of shares of the Company's Class A Common Stock available for
issuance thereunder from 2,200,000 to 3,700,000 shares.
The
foregoing description is qualified in its entirety by reference to the Plan and
the Plan Amendment, which is filed as Exhibit 10.1 to this Form 8-K and is
hereby incorporated by reference.
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 4, 2008, at the Annual Meeting, the stockholders of the Company
approved an amendment to the Company’s Fourth Amended and Restated Certificate
of Incorporation (the “Charter”), and on September 5, 2008 the Company filed
with the Secretary of State of the State of Delaware a Certificate of Amendment
to the Charter (the “Charter Amendment”) pursuant to Section 242 of the Delaware
General Corporation Law. Pursuant to the Amendment, the Company’s
Fourth Amended and Restated Certificate of Incorporation was amended to
designate as Class A the remaining 25,000,000 shares of undesignated common
stock.
The
foregoing description is qualified in its entirety by reference to the Charter
and the Charter Amendment, which is filed as Exhibit 3.1 to this Form 8-K and is
hereby incorporated by reference.
Item
9.01.
|
Financial
Statements and Exhibits.
|
The
exhibits are listed in the Exhibit Index following the Signature.
SIGNATURE
Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereto duly authorized.
Dated as
of September 10, 2008
ACCESS
INTEGRATED TECHNOLOGIES, INC.
|
|
|
|
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By:
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/s/
Gary S. Loffredo
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Name:
|
Gary
S. Loffredo
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Title:
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Senior
Vice President—Business Affairs, General Counsel and
Secretary
|
EXHIBIT
INDEX
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
Amendment
dated September 4, 2008 to Fourth Amended and Restated Certificate of
Incorporation of Access Integrated Technologies, Inc.
|
|
|
|
10.1
|
|
Amendment
dated September 4, 2008 to Second Amended and Restated 2000 Equity
Incentive Plan of the Company
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Access Integrated Technologies (MM) (NASDAQ:AIXD)
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Access Integrated Technologies (MM) (NASDAQ:AIXD)
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