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DRAM > SEC Filings for DRAM > Form 8-K on 14-Mar-2013All Recent SEC Filings

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Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matte

Item 5.03. Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year.

On March 13, 2013, Dataram Corporation (the "Company") filed a Certificate of Amendment to its Certificate of Incorporation (the "Certificate of Amendment") with the New Jersey Secretary of State in order to effect a 6-for-1 reverse stock split. The Certificate of Amendment will be effective on March 14, 2013.

The Certificate of Amendment is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held a Special Meeting of Shareholders on March 13, 2013. Set forth below are the final results for the proposal submitted to shareholder vote.

Proposal No. 1 - Votes cast to authorize the Board of Directors to use its discretionary authority to affect a reverse stock split, of not less than 1-for-3 and not more than 1-for-6 to the common stock, $1.00 par value, of the Corporation, was approved as follows:

For Against Abstain
7,277,866 1,324,620 41,786

Item 8.01. Other Events.

On March 13, 2013, at a Special Meeting of Stockholders, the Company's stockholders approved a proposal that authorized the Company's Board of Directors, in its discretion, to effect a reverse stock split by a ratio of not less than 1-for-3 and not more than 1-for-6 of the Company's outstanding Common Stock, par value $1.00 per share ("Common Stock"). The Company's Board of Directors approved the implementation of a reverse stock split at a ratio of 1-for-6 (the "Reverse Stock Split"). As of the effective date of the Reverse Stock Split, every six shares of "old" Common Stock will be converted into one "new" share of Common Stock. Following the Reverse Stock Split, the "new" shares of Common Stock and that trading in the Common Stock on the NASDAQ Capital Market on a split adjusted basis would begin at the opening of trading on March 15, 2013 with the symbol of DRAM.

As a result of the Reverse Stock Split, holders of certificates representing shares of "old" Common Stock prior to the effective date have the right to receive, upon surrender of those certificates, "new" shares of Common Stock at the ratio of one share of "new" Common Stock for every six shares of "old" Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, holders of "old" shares of Common Stock who otherwise would have received fractional shares will receive the number of shares rounded up to the next whole number.

Existing stockholders holding Common Stock certificates will receive a Letter of Transmittal from the Company's transfer agent, American Stock Transfer and Trust Company with specific instructions regarding the exchange of shares. Additional information regarding the effects of the Reverse Stock Split may be found in the Company's definitive proxy statement filed with the Securities and Exchange Commission on January 31, 2013.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1 Certificate of Amendment of Restated Certificate of Incorporation of the Company.

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