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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) September 8, 2008
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SPHERIX(R) INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 0-5576 52-0849320
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
6430 Rockledge Drive, Suite 503, Bethesda, MD 20817
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 301-897-2540
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Not Applicable
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(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 (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))
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Item 8.01. Other Events
On September 8, 2008, Spherix Incorporated announced that it will seek
stockholder approval to implement a reverse stock split at a Special Meeting of
Stockholders on November 17, 2008, in an effort to meet the minimum per share
market price requirements for continued listing on the NASDAQ Global Market. The
date for determining stockholders of record entitled to receive notice of, and
to vote at, the Special Meeting is September 19, 2008.
A definitive proxy statement containing important stockholder information
regarding the proposed reverse stock split will be mailed to all stockholders on
or about September 26, 2008. Copies of the proxy statement will also be
available at no charge from the Securities and Exchange Commission's website at
www.sec.gov. Stockholders are urged to read the proxy statement prior to
submitting their vote.
The Company believes that a reverse stock split, which should result in a
higher per share price and a corresponding lower number of total shares issued
and outstanding at the time of implementation, should help increase the
marketability of its stock to a broader range of potential new investors and
enable the Company to attain the minimum $1.00 per share bid price for its
common stock.
The Company's Board of Directors is asking the stockholders to vote on and
approve a proposal to effect a reverse split of the Company's common stock
within a range of 1:5 to 1:20. The stockholders are being asked to grant
authority to the Board of Directors to determine, in its discretion, the actual
ratio of the reverse stock split immediately prior to the effective date of the
reverse stock split, and when such reverse stock split should be implemented.
As of September 3, 2008, there were 14,357,162 shares of Spherix
Incorporated common stock outstanding. The reverse stock split would affect all
Spherix Incorporated common stock and stock options outstanding immediately
prior to the effective time of the reverse stock split, if approved.
SIGNATURES
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.
Spherix Incorporated
(Registrant)
By:
/s/ Claire L. Kruger
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Claire L. Kruger
CEO and COO
/s/ Robert L. Clayton
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Robert L. Clayton
CFO and Treasurer
Date: September 8, 2008