Current Report Filing (8-k)
July 29 2013 - 6:21AM
Edgar (US Regulatory)
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): July 25, 2013 |
COMPLIANCE
SYSTEMS CORPORATION |
(Exact
name of registrant as specified in its charter) |
Nevada |
|
000-54007 |
|
20-4292198 |
(State
or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
780
New York Avenue, Suite A, Huntington, New York |
|
11743 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code |
|
386-409-0200 |
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 (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
5.03 |
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The
Board of Directors of Compliance Systems Corporation (the “Company”) has approved a change of its name to Seaniemac
International, Ltd. effective on August 16, 2013. The Board approved the name change in connection with the Company’s current
business focus in the development of its on-line gaming website Seaniemac.com.
The
name change was effected through the merger of the Company with its wholly-owned subsidiary in which the Company was the surviving
entity. In accordance with the Nevada Revised Statutes, Company changed its name at the effective August 16, 2013. This action
was approved by the company’s Board of Directors on June 16, 2013 and no consent of Company’s stockholders was required
under Nevada law.
Both
our CUSIP number and our trading symbol for our common stock which trades on the OTCQB Tier of the OTC Markets, Inc. will change
as a result of the name change. The new CUSIP number will be 81220W 103. We have submitted the requisite documents and other information
to the Financial Information Regulatory Association, Inc. (“FINRA”) to process the name change. At such time as we
are assigned a new trading symbol, we will make a subsequent announcement.
There
will be no mandatory exchange of stock certificates. Following the name change, the share certificates which reflect our prior
name will continue to be valid. Certificates reflecting the new corporate name will be issued in due course as old share certificates
are tendered for exchange or transfer to our transfer agent, Island Stock Transfer Company.
Item
9.01 |
|
Financial
Statements and Exhibits. |
Exhibit No. |
|
Description |
|
|
|
2.1 |
|
Form of Agreement and Plan of Merger |
|
|
|
3.3 |
|
Articles of Merger as filed with the Secretary of State of Nevada. |
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.
|
COMPLIANCE
SYSTEMS CORPORATION. |
|
|
|
Date:
July 29, 2013 |
By: |
/s/
Barry Brookstein |
|
|
Barry
Brookstein, Chief Executive Officer |