| UNITED STATES | ||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||
| WASHINGTON, DC 20549 | ||||||||
|
FORM 8-K
Amendment No. | ||||||||
| CURRENT REPORT | ||||||||
|
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||||||
| Date of report (Date of earliest event reported): | January 16, 2013 | |||||||
| BOOMERANG SYSTEMS, INC. | ||||||||
| (Exact Name of Registrant as Specified in Charter) | ||||||||
| Delaware | 000-10176 | 22-2306487 | ||||||
| (State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
(IRS Employer Identification No.) | |||||
|
30 B Vreeland Road, Florham Park, NJ 07932 | ||||||||
| (Address of Principal Executive Offices) | ||||||||
| Registrant's telephone number, including area code: | (973) 538-1194 | |||||||
| (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:
¨ 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 5.07. Submission of Matters to a Vote of Security Holders
The majority stockholders of Boomerang Systems, Inc., a Delaware corporation (the "Registrant") constituting a total of 4,044,093 shares of common stock (53.50%) approved in a written consent of the majority of the stockholders of the Registrant (i) an amendment (the “Amendment”) to our Certificate of Incorporation, as amended, to decrease our authorized capital stock from 401,000,000 shares to 201,000,000 shares and our authorized Common stock from 400,000,000 shares to 200,000,000 shares and (ii) our 2012 Stock Incentive Plan (the “2012 Plan”).
SIGNATURE
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.
| BOOMERANG SYSTEMS, INC. | ||||
| Date: | January 23, 2013 | By: | /s/ Mark R. Patterson | |
| Mark R. Patterson | ||||
| Chief Executive Officer | ||||