Attached files
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EX-3.1 - MDU COMMUNICATIONS INTERNATIONAL INC | v205019_ex3-1.htm |
EX-99.1 - MDU COMMUNICATIONS INTERNATIONAL INC | v205019_ex99-1.htm |
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)
December
9, 2010
MDU
COMMUNICATIONS INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
0-26053
|
84-1342898
|
(State or other jurisdiction of
incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
60-D
Commerce Way
Totowa, New Jersey
07512
(Address
of principal executive offices including zip code)
(973)
237-9499
(Registrant's
telephone number, including area code)
Not
applicable
(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):
¨
|
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 June
10, 2010, MDU Communications International, Inc. (the “Company”) held its Annual
General Meeting of Stockholders in Totowa, New Jersey. One of the proposals put
forth to the stockholders for vote was the approval to effect a reverse stock
split, at a ratio to be determined by the Board of Directors, within a range
from 1-for-5 to 1-for-10, and to reduce the current authorized number of shares
of common stock from 70 million shares to 35 million shares. As previously
reported, the stockholders voted in favor of the proposal and approved an
amendment to the Company’s Certificate of Incorporation authorizing the
above-mentioned reduction in authorized shares and the 1-for-10 reverse stock
split (“Amendment”).
The Board
of Directors has voted to proceed with the reduction in authorized shares and
the 1-for-10 reverse stock split, to be effective December 9, 2010. The
Amendment was filed with the Delaware Secretary of State on December 8, 2010,
and is attached hereto as Exhibit 3.1.
Item 8.01
– Other Events
On
December 9, 2010, the Company disseminated a press release disclosing the filing
of the Amendment and other information related to the 1-for-10 reverse stock
split. This press release is attached hereto as Exhibit 99.1.
Item 9.01 – Financial Statements and
Exhibits.
(d)
Exhibits
Exhibit No.
|
Exhibit Description
|
|
3.1
|
Certificate
of Amendment to the Company’s Certificate of
Incorporation
|
|
99.1
|
Press
Release, dated December 9, 2010.
|
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.
MDU
COMMUNICATIONS INTERNATIONAL, INC.
|
||
By:
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/s/ Sheldon Nelson | |
Sheldon
Nelson
|
||
Ch
ief Executive
Officer
|
Dated:
December 9, 2010