form8k-20100618.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): June 18, 2010
Arrhythmia Research Technology,
Inc.
(Exact name of issuer as specified
in its charter)
Delaware 1-9731 72-0925679
(State or
other jurisdiction
of (Commission
File
Number) (IRS
Employer ID Number)
incorporation
or organization)
25 Sawyer
Passway
Fitchburg,
MA 01420
(Address
of principal executive offices and zip code)
(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))
Item
3.02 Unregistered
Sales of Equity Securities
Effective June 18, 2010, Arrhythmia
Research Technology, Inc. (the “Company”) issued an aggregate of 115,033 shares
of its common stock, $0.01 par value (“common stock”) and five year options to
acquire an aggregate of 60,000 shares of common stock, exercisable at $4.76 per
share. All of the shares of common stock were immediately placed in
escrow and such stock and options are subject to release from escrow and vesting
only in the event certain performance and other targets are met. The
securities were issued in exchange for the entirety of the 1,050,000 Class A
Voting shares, the 400,000 Class B Non-Voting shares and the 600,000 options to
acquire the securities of RMDDx Corp., a Prince Edward Island development stage
corporation. The Company’s securities were issued in a transaction
exempt from the registration requirements under Section 4(2) and/or Regulation D
of the Securities Act of 1933, as amended, inasmuch as they were issued to less
than ten sophisticated persons who represented to the Company that they were
acquiring such securities for investment and not with a view to
distribution.
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, thereunto
duly authorized, in the City of Fitchburg, Commonwealth of Massachusetts, on the
24th day of June, 2010.
ARRHYTHMIA
RESEARCH TECHNOLOGY, INC.
By: /s/ James E.
Rouse
James E. Rouse
President
and Chief Executive Officer