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 26, 2009
CNS
RESPONSE, INC.
(Exact
name of Company as specified in its charter)
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Delaware
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0-26285
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87-0419387
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(State
or other
jurisdiction
of incorporation)
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(Commission
File No.)
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(I.R.S.
Employer
Identification
No.)
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2755
Bristol Street, Suite 285,
Costa
Mesa, CA 92626
(Address
of principal executive offices)
(714)
545-3288
Registrant’s
telephone number, including area code
Not
Applicable
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June
26, 2009, the Board of Directors of CNS Response, Inc. (the “Company”) amended
and restated Section 1.2 of Article 1 of the Company’s Bylaws to clarify an
ambiguity in Section 1.2 with respect to who may call a special meeting of
stockholders in lieu of an annual meeting. Prior to the amendment,
Section 1.2 provided as follows:
“1.2
Annual Meetings. The annual meeting of stockholders for the election or
directors and for the transaction of such other business as may properly be
brought before the meeting, shall be held on the second Tuesday of the third
month after the end of the Corporation's fiscal year, at a time fixed by the
board of directors or the president. If this date shall fall upon a legal
holiday, then such meeting shall be held on the next succeeding business day at
the same hour. If no annual meeting is held in accordance with the foregoing
provisions, the board of directors shall cause the meeting to be held as soon
thereafter as convenient or a special meeting may be held in lieu of the annual
meeting, and any action taken at that special meeting shall have the same effect
as if it had been taken at the annual meeting, and in such case all references
in these Bylaws to the annual meeting of the stockholders shall be deemed to
refer to such special meeting.”
Section
1.2, as amended and restated, provides:
“1.2
Annual Meetings. The annual meeting of stockholders for the election or
directors and for the transaction of such other business as may properly be
brought before the meeting, shall be held on the second Tuesday of the third
month after the end of the Corporation's fiscal year, at a time fixed by the
board of directors or the president. If this date shall fall upon a legal
holiday, then such meeting shall be held on the next succeeding business day at
the same hour. If no annual meeting is held in accordance with the foregoing
provisions, the board of directors shall either (i) cause the annual meeting to
be held as soon thereafter as convenient or (ii) cause a special meeting to be
held in lieu of the annual meeting, and any action taken at that special meeting
shall have the same effect as if it had been taken at the annual meeting, and in
such case all references in these Bylaws to the annual meeting of the
stockholders shall be deemed to refer to such special meeting. The
power to call annual meetings of stockholders or special meetings of
stockholders in lieu of annual meetings is reserved and vested in the board of
directors only; the rights of the stockholders of the Corporation to request the
calling of a special meeting pursuant to Section 1.3 of the Bylaws shall not
apply to this Section 1.2.”
In
addition, also on June 26, 2009, the Company amended and restated Section 1.3 of
Article 1 of the Company’s Bylaws relating to the procedures for calling special
meetings of the stockholders. Prior to the amendment, Section 1.3
stated:
“1.3. Special
Meetings. Special meetings of stockholders may be called at any time by the
chairman of the board of directors, by the board of directors or by the holders
of not less than one- (1/4) of all the shares entitled to vote at the meeting.
Business transacted at any special meeting of stockholders shall be limited to
matters relating to the purpose or purposes stated in the notice of
meeting.”
Section
1.3, as amended and restated, provides:
“1.3 Special
Meetings. Special meetings of stockholders may be called at any time by the
chairman of the board of directors or by the board of directors. In
addition, the record holders of not less than twenty-five percent (25%) of the
issued and outstanding shares entitled to vote at an annual meeting of
stockholders may at any time submit a written request to the Board for the
calling of a special meeting of stockholders. Such written request
shall specify (i) the name and address of the stockholder or stockholders making
the request, (ii) the number of shares held by each such stockholder and (iii)
the proposal or proposals to be presented at the special
meeting. Promptly following the receipt of a proper request under
this Section 1.3, the board of directors shall take the necessary steps under
the certificate of incorporation, the Bylaws, applicable Delaware and applicable
federal securities laws to call a special meeting of the stockholders to be held
within a reasonable period of time after such written stockholder request,
taking into account all applicable laws and legal requirements imposed on the
Corporation in connection with the calling and conduct of a special
meeting. To the extent that applicable laws and legal requirements
require information to be provided to the Corporation’s stockholders with
respect to the requested special meeting or the matters to be acted on at the
requested special meeting, the board’s obligations to the requesting
stockholder(s) as set forth in this Section 1.3 are conditioned upon the
cooperation of such requesting stockholder(s) in providing such information and
assisting the Corporation in complying with all applicable laws and legal
requirements.”
The full
text of the Company’s Bylaws, as amended, is filed as an exhibit to this
report.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
The
following exhibits are filed herewith:
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3.1
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Bylaws. Incorporated
by reference to Exhibit 3(ii) to the Registrant’s Form 10-SB (File No.
000-26285) filed with the Commission on June 7, 1999.
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3.2
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Amendment
to Bylaws of CNS Reponse,
Inc.
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SIGNATURES
Pursuant
to the Securities Exchange Act of 1934, as amended, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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CNS
Response, Inc.
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By:
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/s/
George Carpenter
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July 2,
2009
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George
Carpenter
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Chief
Executive Officer
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Exhibit
Index
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3.1
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Bylaws. Incorporated
by reference to Exhibit 3(ii) to the Registrant’s Form 10-SB (File No.
000-26285) filed with the Commission on June 7, 1999.
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3.2
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Amendment
to Bylaws of CNS Reponse,
Inc.
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