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8-KThe WireStrategic

Equity Issuance

Filed Jan 17, 2014 · 12y ago · Accession 0001248915-14-000009

Plain English

Material event — a significant development the company must disclose promptly.

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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 Date of Report (Date of earliest event reported):  January 15, 2014 RELIABILITY INCORPORATED (Exact name of registrant as specified in its charter) Texas 000-7092 75-0868913 (State or other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification No.)   53 Forest Avenue, First Floor Old Greenwich, Connecticut 06870  (Address of principal executive offices) Registrant's telephone number, including area code: (203) 542-0235  (Former name or former address, if changes 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: [_]           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 . On January 15, 2014 Reliability Incorporated (the “ Company ”) issued 3,401,360 shares of its common stock, no par value, in a private placement to Lone Star Value Investors, LP (“ Lone Star ”) at $0.0147 per share for total proceeds of $50,000.  No underwriting discounts or commissions were paid in connection with the issuance of the Company’s common stock.  The issuance of such shares of the Company’s common stock was deemed exempt from registration under the Securities Act of 1933, as amended (the “ Securities Act ”), by virtue of Section 4(2) of the Securities Act.  Each stock certificate shall bear the appropriate restrictive legend.  Jeffrey E. Eberwein is the manager of Lone Star’s general partner and is the president, chief executive officer and a director of the Company; Lone Star thus had adequate access to information about the Company. Lone Star is an accredited investor, as defined under Rule 501 of the Securities Act.  None of the securities issued is convertible.           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.     RELIABILITY INCORPORATED (Registrant)     Date: January 17, 2014 By: /s/ Jeffrey E. Eberwein     Name: Jeffrey E. Eberwein     Title: President and CEO
Filing details
Ticker
RLBY
CIK
34285
Form type
8-K
Filing date
Jan 17, 2014
Report date
Jan 15, 2014
Document
form8k.htm
Size
19 KB