Attached files
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| EX-3 - EXHIBIT 3.3 - US NUCLEAR CORP. | apex3certofdissolutionamend.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): May 4, 2012
US Nuclear Corp.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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| Delaware |
| 000-54617 |
| 45-4535739 |
| (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |
| (COMMISSION FILE NO.) |
| (IRS EMPLOYEE IDENTIFICATION NO.) |
US Nuclear Corp.
c/o Robert I. Goldstein
7051 Eton Avenue
Canoga Park, CA 91303
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(818) 883-7043
(ISSUER TELEPHONE NUMBER)
APEX 3 Inc.
(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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
SECTION 5 – CORPORATE GOVERANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 4, 2012 the Registrant filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Delaware to change the name of the Registrant to US Nuclear Corp. The foregoing description of the Amendment to the Articles of Incorporation is qualified in its entirety by reference to the text of the Amendment attached as Exhibit 3.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Special Meeting of Stockholders of the Registrant held on May 4, 2012, the Board of Directors and majority of the Registrant’s stockholders approved to change the name of the Registrant from Apex 3, Inc. to US Nuclear Corp.
SECTION 9 – FINANCIAL STATEMENTS AND EXHBITIS
Item 9.01 Financial Statement and Exhibits.
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| (a) | Financial Statements of Business Acquired. |
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| Not applicable. |
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| (b) | Pro Forma Financial Information. |
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| Not applicable. |
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| (c) | Exhibits. |
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| Exhibit Number | Description |
| 3.3 | Certificate of Amendment of Certificate of Incorporation |
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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.
US Nuclear Corp.
By: /s/ Robert I. Goldstein
Name: Robert I. Goldstein
Title: President and Chief Executive Officer
Dated: May 29, 2012
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