SEC Info - Inrad Optics, Inc. - ‘8-K’ for 6/2/10

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Inrad Optics, Inc. – ‘8-K’ for 6/2/10

On: Monday, 6/7/10, at 3:31pm ET · For: 6/2/10 · Accession #: 1144204-10-32139 · File #: 0-11668

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/07/10  Inrad Optics, Inc.                8-K:5       6/02/10    2:78K                                    Vintage/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     40K 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     12K

8-K — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

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): June 2, 2010

PHOTONIC PRODUCTS GROUP, INC.

(Exact name of registrant as specified in its charter)

New Jersey		000-11668		22-2003247
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

181 Legrand Avenue, Northvale, NJ		07647
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 201-767-1910

(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 5.03 Amendment to Articles of Incorporation

At the 2010 Annual Meeting of Shareholders of Photonic Products Group, Inc. (the “Company”) held on June 2, 2010 (the “Annual Meeting”), the shareholders approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation, as amended, providing for the classification of the Company’s Board of Directors into three (3) classes with staggered three (3) year terms of office. Prior to the Amendment, the Company’s Restated Certificate of Incorporation, as amended, provided for one (1) year terms for the Directors. The Certificate of Amendment was filed with the State of New Jersey Department of the Treasury on the same date as the Annual Meeting and is attached hereto as Exhibit 3.1.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting, shareholders representing 10,037,629 shares or 86.85% of the 11,556,729 shares of common stock outstanding on the record date of April 8, 2010 were present in person or by proxy, constituting a quorum for the purposes of the Annual Meeting. Matters voted upon at the Annual Meeting were as follows:

Proposal One: Amendment of the Company’s Restated Certificate of Incorporation, as amended, to provide for the classification of the Board of Directors into three (3) classes with staggered terms of office.

The proposal was approved. Voting for Proposal One was as follows:

	For		Against		Abstain		Broker non-vote

Proposal One		6,297,721		227,378		35,000		3,477,530

Proposal Two: The election of six (6) directors to the Board of Directors to hold office for staggered terms and until their respective successors have been elected.

All of the Board’s nominees were elected. Voting for Proposal Two was as follows:

	Authority
Proposal Two	For		Withheld		Broker non-vote
Class I Directors — Term Expires in 2011
Dennis G. Romano		6,430,765		129,334	3,477,530
N.E. Rick Strandlund		6,430,765		129,334	3,477,530
Class II Directors — Term Expires in 2012
Luke P. LaValle, Jr.		6,484,499		75,600	3,477,530
Joseph J. Rutherford		6,551,299		8,800	3,477,530
Class III Directors — Term Expires in 2013
Thomas H. Lenagh		6,484,499		75,600	3,477,530
Jan M. Winston		6,484,499		75,600	3,477,530

Proposal Three: Approval of the PPGI, Inc. 2010 Equity Compensation Program

The proposal was approved. Voting for Proposal Three was as follows:

	For		Against		Abstain		Broker non-vote

Proposal Three		6,159,921		395,178		5,000		3,477,530

Proposal Four. Ratification of Holtz Rubenstein Reminick, LLP as the Independent Registered Public Accounting Firm.

Holtz Rubenstein Reminick, LLP was ratified as the Independent Registered Public Accounting Firm. Voting for Proposal Four was as follows:

	For		Against		Abstain

Proposal Four		10,020,773		200		16,656

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PHOTONIC PRODUCTS GROUP, INC.

Date: June 7, 2010	By:	/s/ William J. Foote
		William J. Foote
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number		Description
3.1		Certificate of Amendment to Restated Certificate of Incorporation of Photonic Products Group, Inc., dated June 2, 2010.

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Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

Filed on:	6/7/10
For Period End:	6/2/10	8-K, DEF 14A, PRE 14A
	4/8/10
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/28/24  Inrad Optics, Inc.                10-K       12/31/23   75:6M                                     Toppan Merrill/FA2
 3/30/23  Inrad Optics, Inc.                10-K       12/31/22   75:6M                                     Toppan Merrill/FA2
 3/30/22  Inrad Optics, Inc.                10-K       12/31/21   76:5.5M                                   Toppan Merrill Bridge/FA
 3/31/21  Inrad Optics, Inc.                10-K       12/31/20   76:4.8M                                   Toppan Merrill/FA

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Filing Submission 0001144204-10-032139 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)