UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
February
3, 2009
(Date of
earliest event reported)
Access
Integrated Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
000-51910
|
22-3720962
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
55
Madison Avenue, Suite 300, Morristown, New Jersey
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07960
|
(Address
of principal executive offices)
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(Zip
Code)
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973-290-0080
(Registrant’s
telephone number, including area code)
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))
TABLE OF
CONTENTS
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item
9.01 Financial
Statements and Exhibits
Signature
Exhibit
Index
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
February 3, 2009, pursuant to the Fourth Amended and Restated Certificate of
Incorporation, as amended, of the Company, the Company created its Series A 10%
Non-Voting Cumulative Preferred Stock (the “Preferred Stock”) by filing a
Certificate of Designations with the Secretary of State of the State of
Delaware. The Preferred Stock may be redeemed by the Company at any
time after the second anniversary of the date such shares were issued in cash
or, at the Company’s option if certain conditions are met, in shares of Common
Stock. The Purchasers are entitled to receive cumulative dividends
from the date of issuance at an annual rate of 10% of the original issue
price. Such dividends shall be payable in arrears in cash or, at the
Company’s option, in shares of Common Stock if certain conditions are met, (a)
first, on the earlier of (x) September 30, 2010 or (y) the last day of the
calendar quarter during which the Company ceases to be contractually prohibited
from paying such dividends, and thereafter (b) quarterly on the last day of each
calendar quarter, until such shares of Preferred Stock are
redeemed.
The
foregoing description of the Preferred Stock is qualified in its entirety by
reference to the Certificate of Designations, which is filed as Exhibit 3.1 to
this Form 8-K and is hereby incorporated by reference.
Item
9.01.
|
Financial
Statements and Exhibits.
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The
exhibits are listed in the Exhibit Index following the Signature.
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.
Dated as
of February 9, 2009
ACCESS INTEGRATED TECHNOLOGIES, INC.
By:
|
/s/
Gary S. Loffredo |
Name:
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Gary
S. Loffredo
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Title:
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Senior
Vice President—Business Affairs,
General
Counsel and
Secretary
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EXHIBIT
INDEX
Exhibit
Number
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Description
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|
|
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3.1
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Certificate
of Designations filed with the Secretary of State of the State of Delaware
on February 3, 2009.
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4.1
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Specimen
certificate representing Series A 10% Non-Voting Cumulative Preferred
Stock.
|
|
|
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