- Current report filing (8-K)
January 05 2010 - 3:26PM
Edgar (US Regulatory)
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 30, 2009
InfoLogix, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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333-125575
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20-1983837
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(State or other
jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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101 E.
County Line Road, Hatboro, Pennsylvania
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19040
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(Address of principal executive offices)
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(Zip Code)
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Registrants
telephone number, including area code:
(215) 604-0691
(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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
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.
On December 30, 2009, it was determined
that Richard D. Hodge, Executive Vice President Healthcare, will separate
from his employment with InfoLogix, Inc. (the Company) effective February 12,
2010. Until that time, Mr. Hodge
will continue to work for the Company at his regular compensation rate to
assist the Company to transition his duties.
After the separation date, Mr. Hodge will be entitled to receive a
severance payment under the terms of his Severance Agreement dated March 13,
2009, which was filed as Exhibit 10.3 to the Companys Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 17, 2009.
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 4, 2010, the Company filed with the Secretary of State
of the State of Delaware a Certificate of Amendment, in the form of Exhibit 3.1
attached hereto (the Certificate of Amendment), amending its Certificate of
Incorporation to effect a one-for-twenty-five reverse stock split of its issued
and outstanding shares of common stock, par value $0.00001 per share (the Reverse
Stock Split). The Certificate of
Amendment became effective on January 5, 2010.
The foregoing amendment was adopted at the Companys annual meeting
held on December 30, 2009 by the holders of approximately 73.4 million
shares of the Companys common stock, or approximately 78.6% of the issued and
outstanding shares as of December 3, 2009, the record date established for
the annual meeting.
Item 8.01. Other
Events.
On January 4, 2010, the Company issued a press
release announcing that, at the annual meeting of stockholders held on December 30,
2009, the Companys stockholders voted to approve an amendment to the Companys
Certificate of Incorporation, as amended, to effect a reverse stock split of
the Companys issued and outstanding common stock at a ratio of
one-for-twenty-five.
A copy of the press release is furnished herewith as Exhibit 99.1
to this current report.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
3.1 Certificate
of Amendment to the Companys Certificate of Incorporation, effective as of January 5,
2010.
99.1 Press
release dated January 4, 2010.
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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.
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INFOLOGIX,
INC.
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Date: January 5, 2010
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By:
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/s/
John A. Roberts
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John
A. Roberts
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Chief Financial Officer
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Exhibit Index
3.1
Certificate of Amendment to the Companys
Certificate of Incorporation, effective as of January 5, 2010.
99.1
Press release dated January 4, 2010.
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