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 5, 2015
 

UnifiedOnline, Inc.
(Exact name of registrant as specified in its charter)

Delaware
0-27865
13-2640971
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

4126 Leonard Drive, Fairfax, VA
22030
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code  (816) 979-1893
 
IceWEB, Inc.
(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o 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.

On December 17, 2014 UnifiedOnline, Inc. (formerly known as IceWEB, Inc.) filed a Certificate of Amendment to its Certificate of Incorporation, which included a corrective amendment,  as described in Item 8.01 of this report.  The effective date of this amendment is January 5, 2015.

Item 7.01               Regulation FD Disclosure.

On January 5, 2015, UnifiedOnline, Inc. issued a press release announcing its name change and reverse stock split as described in Item 8.01 of this report.  A copy of this press release is included as Exhibit 99.1 to this report.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of UnifiedOnline, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01
Other Events.

As disclosed in our definitive Information Statement on Schedule 14C as filed with the Securities and Exchange Commission on December 15, 2014, the board of directors and majority stockholder of our company approved a Certificate of Amendment to our Certificate of Incorporation to:

 
●
change our company’s name from "IceWEB, Inc." to “UnifiedOnline, Inc.”;
 
●
increase the number of authorized shares of our common stock from 5,000,000,000 to 6,000,000,000 shares; and
 
●
effect a reverse stock split of our outstanding common stock on the basis of one for four hundred (1:400).

The effective date of these actions is January 5, 2015.  Our common stock will be quoted on the OTC Bulletin Board on a post-split basis beginning on January 6, 2015.  Our CUSIP number will change to 90470W101. Our common stock will be quoted under the symbol “IWEBD” for 20 business days, after which time the symbol will change to UOIP to reflect our new name as described below.

As a result of the reverse stock split, each 400 shares of our common stock issued and outstanding, or held as treasury shares, immediately prior to the effective date of the reverse stock split becomes one share of our common stock on the effective date of the reverse stock split. No fractional shares of common stock will be issued to any shareholder in connection with the reverse stock split and all fractional shares which might otherwise be issuable as a result of the reverse stock split will be rounded up to the nearest whole share.

After the effective date of the reverse stock split, each certificate representing shares of pre-reverse stock split common stock will be deemed to represent 1/400th of a share of our post-reverse stock split common stock, subject to rounding for fractional shares, and the records of our transfer agent, Olde Monmouth Stock Transfer Co., Inc., will be adjusted to give effect to the reverse stock split. Following the effective date of the reverse stock split, the share certificates representing the pre-reverse stock split common stock in our former name will continue to be valid for the appropriate number of shares of post-reverse stock split common stock, adjusted for rounding, in our new name. Certificates representing shares of the post-reverse stock split under our new name will be issued in due course as certificates for pre-reverse stock split common shares are tendered for exchange or transfer to our transfer agent. We request that shareholders do not send in any of their stock certificates at this time.
 
 
 
 
 
Item 9.01                      Financial Statements and Exhibits.

(d)           Exhibits.

3.3           Certificate of Amendment to the Certificate of Incorporation, including the Certificate of Correction.
 
99.1         Press release dated January 5, 2015.
 
 
 
 

 
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.
 
 
UnifiedOnline, Inc.
  
       
 January 5, 2015
By:
/s/ Robert M. Howe, III  
    Robert M. Howe, III  
    Chief Executive Officer   
       
 
 
 


Exhibit 3.3
 
State of Delaware
Secretary of State
Division of Corporations
Delivered 12:26 PM 12/16/2014
FILED 12:28 pm 12/16/2014
SRV; 141542853 – 0703828 FILE

CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF
ICEWEB, INC.
(A Delaware Corporation)

Pursuant to Section 242 of the Delaware General Corporation Law, the undersigned, being the Chief Executive Officer of IceWEB, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), does hereby certify that the following resolutions were adopted by the Corporation’s Board of Directors and its stockholders as hereinafter described:

RESOLVED: Paragraph FIRST of the Certificate of Incorporation, as amended, of this Corporation is hereby amended by deleting the paragraph in its entirety and replacing it with the following:

The name of the corporation (hereinafter the “corporation”) is UnifiedOnline!, Inc.

FURTHER RESOLVED:  That the first paragraph of Paragraph FOURTH of the Certificate of Incorporation, as amended, of this Corporation is hereby deleted in its entirety and placed with the following:

The total number of shares of all classes of capital stock which the corporation shall have the authority to issue is Six Billion Ten Million (6,010,000,000) shares of which Six Billion (6,000,000,000) shares shall be Common Stock, par value $0.001 per share, and Ten Million (10,000,000) shares shall be Preferred Stock, par value $0.001 per share.  Series of Preferred Stock may be created and issued from time to time, with such designations, preferences, conversion rights, cumulative, relative, participating, optional or other rights, including voting rights, qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the creation and issuance of such series of Preferred Stock as adopted by the Board of Directors pursuant to the authority in this paragraph given.

FURTHER RESOLVED:  That Paragraph FOURTH of the Certificate of Incorporation, as amended, of this Corporation is hereby amended by adding the following:

On the date of effective date of this Certificate of Amendment, the Corporation will effect a reverse stock split (the “Reverse Stock Split”) of its outstanding Common Stock pursuant to which every four hundred (400) issued and outstanding shares of the Corporation's Common Stock, par value $0.001 per share (the “Old Common Stock”), shall be reclassified and converted into one (1) validly issued, fully paid and non-assessable share of Common Stock, par value $0.001 per share (the “New Common Stock”).  Each certificate representing shares of Old Common Stock shall thereafter represent the number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate were reclassified and converted hereby; provided, further, that no cash will be paid or distributed as a result of the Reverse Stock Split and no fractional shares will be issued.  All fractional shares which would otherwise be required to be issued as a result of the Reverse Stock Split will be rounded up to the nearest whole share.
 
 
 
 

FURTHER RESOLVED:  That the effective date of this Certificate of Amendment shall be January 5, 2015.

The foregoing resolutions and this Certificate of Amendment were adopted by the Board of Directors of the Corporation pursuant to a written consent of the directors of the Corporation dated November 17, 2014 in accordance with Section 141 of the Delaware General Corporation Law, and by the written consent of holder of a majority of the outstanding shares of the Corporation’s voting stock on December 15, 2014 in accordance with Section 228 of the Delaware General Corporation Law

IN WITNESS WHEREOF, the undersigned, being the Chief Executive Officer of this Corporation, has executed this Certificate of Amendment to the Corporation’s Certificate of Incorporation, as amended, as of December 16, 2014.

ICEWEB, INC.

By: /s/ Robert M. Howe
Robert M. Howe, III
Chief Executive Officer
 
 
 
 
 
UNIFIEDONLINE! LLC
2515 McKinney Avenue, #1000
Dallas, Texas  75201



November 25, 2014



Division of Corporations
John G. Townsend Bldg.
401 Federal Street, – Suite 4
Dover, DE 19901

Re:          UnifiedOnline!, LLC
File No. 5504684

To Whom It May Concern:

UnifiedOnline! LLC, a Delaware corporation, hereby consents to the name change by IceWeb, Inc., a Delaware corporation, to UnifiedOnline, Inc.

Very truly yours,

UNIFIEDONLINE! LLC



By: /s/ William R. Carter, Jr.
      William R. Carter, Jr.
 
 
 
 


State of Delaware
Secretary of State
Division of Corporations
Delivered 05:07 PM 12/22/2014
FILED 5:07 pm 12/22/2014
SRV 141574856 – 0703828 FILE

STATE OF DELAWARE
CERTIFICATE OF CORRECTION

UNIFIEDONLINE!, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware
DOES HEREBY CERTIFY:
1.           The name of the corporation is UNIFIEDONLINE!, INC.
2.
That a Certificate of Amendment to the Certificate of Incorporation
 
(Title of Certificate Being Corrected)
 
was filed by the Secretary of State of Delaware on December 16, 2014
 
and that said Certificate requires correction as permitted by Section 103 of the
 
General Corporation Law of the State of Delaware
3.
The inaccuracy or defect of said Certificate is: (must be specific)
 
CUSIP will not issue a new number if the new name contains an exclamation point.  The
 
corporation is a public company and is required to have a CUSIP number for its stock.
4.
Article FIRST of the Certificate is corrected to read as follows:
 
The name of the corporation (hereinafter "corporation") is UnifiedOnline, Inc.

IN WITNESS WHEREOF, said corporation has caused this Certificate of Correction this 22nd day of December, A.D. 2014.

By: /s/ Robert M. Howe
Name: Robert M. Howe III
(Print or Type)
Title: Chief Executive Officer
 



Exhibit 99.1
 
For Immediate Release
IceWEB Name Change and Reverse Split is Complete

‐Company has new Name, Stock Symbol and CUSIP Number‐
 
Fairfax, VA. ‐ January 5, 2015– IceWEB, Inc.™ (OTC BB:IWEB) announced today, it has completed its name change and the reverse split of its stock 1 for 400. The new company name is UNIFIEDONLINE!, INC., and the new stock symbol is OTC BB: UOIP. Shareholders will receive new stock certificates with the new CUSIP numbers and in the reversed amount of their shares.

UnifiedOnline!, Inc. CEO Rob Howe said, “It’s an exciting new day for our company. Simultaneously, we will launch our new website—devoted to our core businesses—Wireless Internet Service Provisioning, and Datacenter Services from our two subsidiaries, CTC Wireless and KC NAP. This marks completion of the first phase in our change in strategy from a hardware‐based business to a Cloud Services business. And we’re just getting started. There’s much more exciting news as well. You’ll see us branching out in our quest to build a nationwide footprint of Wireless Internet Service Providers (WISPs). We’re going in search of the best operated WISPs in the fringe metro and rural areas of the US—areas where the majors are not building physical infrastructure because of the great cost and long payback cycles of their old physical infrastructure model. Wireless, and its new technology, is the perfect way to reach these areas and provide them with the broadband speeds and affordable costs that small‐to‐medium           businesses in those areas need to be competitive.”

We’re also branching into the area of Intellectual Property Monetization around patent portfolios we’re negotiating in our lines of business; there’ll be more on that later.

I’ve never been more excited to be a part of anything as I am to be making these changes. We’ve worked extremely hard to get our company into position to make this happen. Our model is sound; our approach is right; our systems are perfected, and our resolve is solid. Come along with us! Be a part of UNIFIEDONLINE!, INC (UOIP: OTC BB). It’s a new day and a bright future!” Howe said.

About UNIFIEDONLINE!, Inc.
 
UNIFIEDONLINE!, Inc. operates high performance Wireless Internet Services and Datacenter Services in Kansas City, MO. To become part of the Company's e‐mail list for industry updates and press releases, please send an e‐mail to  ir@unifiedonline.net. This press release may contain forward‐looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases you can identify those so-called "forward looking statements" by words such as "may," "will," "should," "expects," "plans," "targets," "believes," "anticipates," "estimates," "predicts," "potential," or "continue" or the negative of those words and other comparable words. These forward looking statements are subject to risks and uncertainties, product tests, commercialization risks, availability of financing and results of financing efforts that could cause actual results to differ materially from historical results or those anticipated.
Further information regarding these and other risks is described from time to time in the Company's filings with the SEC, which are available on its website at: http://www.sec.gov. We assume no obligation to update or alter our forward‐looking statements made in this release or in any periodic report filed by us under the Securities Exchange Act of 1934, as amended, or any other document, whether as a result of new information, future events or otherwise, except as otherwise required by applicable federal securities laws.
 
CONTACT: 816‐888‐8875