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): July 23, 2015
SUNVALLEY SOLAR, INC.
(Exact name of registrant as specified in its charter)
Nevada 333-150692 20-8415633
(State of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
398 Lemon Creek Dr., Suite A, Walnut, CA 91789
(Address of principal executive offices and Zip Code)
(909) 598-0618
Registrant's telephone number, including area code
_________________________________________________
(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:
[ ] 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))
Section 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
On July 23, 2015, Sunvalley Solar, Inc. (the “Company”) issued a total of 2,000,000 shares of our newly designated Class B Convertible Preferred Stock to the individuals named below:
Zhijian (James) Zhang
1,250,000 shares
Hangbo (Henry) Yu
325,000 shares
Waiman Mandy Chung
70,000 shares
Anyork Lee
50,000 shares
Shirley Liao
70,000 shares
William Hsien
70,000 shares
Mehmet Cercioglu
55,000 shares
Thomas L. Louie
30,000 shares
Dan Shi
20,000 shares
Fang Xu
60,000 shares
These shares were issued as incentive compensation for services rendered or to be rendered by certain officers, directors, and key employees of the Company, and the issuance to each individual is governed by a Restricted Stock Award Agreement. Under the relevant award agreements, the shares issued are subject to forfeiture in event of the recipient’s resignation or dismissal within (1) year of issuance. Prior to vesting, the shares issued may not be transferred or encumbered.
This issuance was exempt under Section 4(2) of the Securities Act of 1933 as a transaction by an issuer not involving any public offering.
The shares of Class B Convertible Preferred Stock vote together with the Company’s Common shares, but shares of the Class B Convertible Preferred Stock have 10 votes per share. The Class B Convertible Preferred Stock is convertible into shares of the Company’s Common Stock at the conversion rate of one (1) Class B Convertible Preferred Share for ten (10) Common shares.
Section 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws
On July 23, 2015, the Company filed a Certificate of Amended and Restated Articles of Incorporation (“Restated Articles”) with the Nevada Secretary of State’s office. It became effective on the filing date. A copy of the Restated Articles is attached hereto as Exhibit 3.1, and is incorporated by reference herein.
Article III of our Restated Articles was amended to increase the number of our total authorized shares of Common Stock from 4,500,000 shares to 150,000,000 shares, and to increase the number of our total authorized shares of Preferred Stock from 1,000,000 shares to 6,000,000 shares. The general rights and preferences of the Common Stock and Preferred Stock have been clarified in Article III of the Restated Articles.
Article VII of the Restated Articles now provides that the Company will indemnify its directors and officers to the fullest extent permissible under Nevada Law.
Articles IX and X of the Restated Articles now provide that the provisions of the Nevada Revised Statutes Sections 78.378 to 78.3793, inclusive, (acquisition of a controlling interest) and Sections 78.411 to 78.444, inclusive, (combinations with interested stockholders) are not applicable to the Company.
Pursuant to Article III of our Restated Articles, our Board of Directors voted to designate a class of preferred stock entitled Class B Convertible Preferred Stock, consisting of two million (2,000,000) shares, par value $0.001. The rights of the holders of Class B Convertible Preferred Stock are defined in the Certificate of Designation of Sunvalley Solar, Inc. Class B Convertible Preferred Stock (“Certificate of Designation”) filed with the Nevada Secretary of State on July 23, 2015, a copy of which is filed herewith as Exhibit 3.2, and is incorporated by reference herein. It became effective on the filing date.
Holders of shares of Class B Convertible Preferred Stock are entitled to vote together with the holders of our Common Stock on all matters submitted to shareholders at a rate of ten (10) votes for each Class B Convertible Preferred share held. Holders of shares of Common Stock have one (1) vote per each Common share held.
Holders of shares of Class B Convertible Preferred Stock are also entitled, at their option, to convert their shares of Class B Convertible Preferred Stock into shares of our Common Stock on a one (1) Class B Preferred share for ten (10) Common shares (the “Conversion Rate”).
Under the Certificate of Designation, holders of shares of Class B Convertible Preferred Stock will participate on an equal basis per-share with holders of our Common Stock in any distribution out of our assets upon winding up, dissolution, or liquidation, after giving effect to the Conversion Rate.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
Exhibit
Number
Description
3.1
Certificate of Amended and Restated Articles of Incorporation Designation dated July 23, 2015
3.2
Certificate of Designation of Sunvalley Solar, Inc. Class B Convertible Preferred Stock dated July 23, 2015
2
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.
SUNVALLEY SOLAR, INC.
(Registrant)
Date: July 23, 2015
By:/s/ James (Zhijian) Zhang____________
Zhijian (James) Zhang
Chief Executive Officer and
Director
SEC/1164
3
CERTIFICATE OF AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
SUNVALLEY SOLAR, INC.
The undersigned person acting as an officer of Sunvalley Solar, Inc. (the “Company”) under the Nevada Revised Statutes, hereby executes the following Certificate of Amended and Restated Articles of Incorporation of the Company.
The Company hereby amends and restates the entire Articles of Organization of the Company to read as follows:
ARTICLE I
Name of Corporation
The name of the Company is SUNVALLEY SOLAR, INC.
ARTICLE II
Registered Agent for Service of Process
The name of the Company’s Commercial Registered Agent is Clark Agency LLC. The street address of the Company’s Commercial Registered Agent is 3273 E. Warm Springs Road, Las Vegas, Nevada 89120.
ARTICLE III
Authorized Stock
The Company shall have authority to issue 156,000,000 shares of its capital stock with a par value of $0.001 per share.
Thee authorized shares shall be divided into two classes of capital stock, designated Common Stock and Preferred Stock, consisting of 150,000,000 shares of Common Stock, par value $0.001 per share, and 6,000,000 shares of Preferred Stock, par value $0.001 per share.
Preferred Stock. The Preferred Stock may be issued in one or more series. The Board of Directors is hereby authorized to issue the shares of Preferred Stock in such series and to fix, from time to time before issuance, the number of shares to be included in any series and the designation, relative powers, preferences, rights, qualifications, limitations or restrictions of all shares of such series. The authority of the Board of Directors with respect to each series shall include, without limiting the generality of the foregoing, the determination of any or all of the following:
a.
the number of shares of any series and the designation to distinguish the shares of such series from the shares of all other series;
b.
the voting powers, if any, and whether such voting powers are full or limited, and the number of votes per share of Preferred Stock, and whether the Preferred Stock shall vote together with or separate from the Common Stock (except as may otherwise be required by law), in any such series;
c.
the redemption provisions, if any, applicable to such series, including the redemption price or prices to be paid;
d.
whether dividends, if any, shall be cumulative or noncumulative;
e.
the dividend rate, or method of determining the dividend rate, of such series, and the dates and preferences of dividends of such series;
f.
the rights of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Company;
g.
the provisions, if any, pursuant to which the shares of such series are convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock, or any other security, of the Company or any other corporation, and the price or prices or the rates of exchange applicable thereto;
h.
the right, if any, to subscribe for or to purchase any securities of the Company or any other corporation;
i.
the provision, if any, of a sinking fund applicable to such series; and
j.
any other relative, participating, optional or other special powers, preferences, rights, qualifications, limitations or restrictions thereof;
all of which shall be stated in a resolution or resolutions providing for the issuance of such Preferred Stock (a "Preferred Stock Designation"). If required by N.R.S. 78.1955 or other applicable law, the Preferred Stock Designation shall be filed with the Nevada Secretary of State or other appropriate governmental office before the issuance of any shares of any series of Preferred Stock.
Common Stock. Each holder of Common Stock entitled to vote shall have one vote for each share thereof held. The Common Stock shall be non-assessable and shall not have cumulative voting rights or preemptive rights. In addition, the Common Stock shall have the following powers, preferences, rights, qualifications, limitations and restrictions:
a. After the requirements with respect to preferential dividends of Preferred Stock, if any, shall have been met and after this Company shall comply with all the requirements, if any, with respect to the setting aside of funds as sinking funds or redemption or purchase accounts and subject further to any other conditions which may be required by the Nevada Revised Statutes, then, but not otherwise, the holders of Common Stock shall be entitled to receive such dividends, if any, as may be declared from time to time by the Board of Directors.
b.
After distribution in full of any preferential amount to be distributed to the holders of Preferred Stock, if any, in the event of a voluntary or involuntary liquidation, distribution or sale of assets, dissolution, or winding up of this Company, the holders of the Common Stock shall be entitled to receive all the remaining assets of this Company, tangible, and intangible, of whatever kind available for distribution to stockholders, ratably in proportion to the number of shares of the Common Stock held by each.
c.
Except as may otherwise be required by law or these Articles of Incorporation, in all matters as to which the vote or consent of stockholders of the Company shall be required or be taken, including, any vote to amend these Articles of Incorporation, to increase or decrease the par value of any class of stock, effect a stock split or combination of shares, or alter or change the powers, preferences, or special rights of any class or series of stock, the holders of the Common Stock shall have one vote per share of Common Stock on all such matters.
d.
Shares of Common Stock may be issued from time to time as the Board of Directors shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.
e.
No holder of any of the shares or of options, warrants, or other rights to purchase shares of Common Stock or of other securities of the Company shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Company of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Company of any class or series, or carrying any rights to purchase stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations, or associations, whether such holders or others, and on such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion.
f.
Except as otherwise specifically required by law or as specifically provided in any resolution or resolutions of the Board of Directors providing for the issue of any particular series of Preferred Stock, the exclusive voting rights of any shares of the Company shall be vested in the Common Stock of the Company. Each share of Common Stock shall entitle the holder thereof to one vote at all meetings of the stockholders of the Company.
ARTICLE IV
Names and Addresses of the Board of Directors
The names and addresses of the Directors of the Company as of the date of adoption of these Amended and Restated Articles of Incorporation are:
Zhijian (James) Zhang
12161 Salix Way
San Diego, CA 92129
Hangbo (Henry) Yu
3309 S. Gauntlet Drive
West Covina, CA 91792
Robert Dyskant
339 Calver Park
Beaumont, CA 92223
ARTICLE V
Purpose
The purpose of the Company shall be to engage in any lawful activities for which a corporation may be organized under the Nevada Revised Statutes.
ARTICLE VI
Limitation on Liability
Except as otherwise provided in the Nevada Revised Statutes, a director or officer of the Company is not individually liable to the Company or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that:
a.
The director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer; and
b.
The breach of those duties involved intentional misconduct, fraud or a knowing violation of law.
c.
Any repeal or modification of this Article VI by the shareholders of the Company shall not adversely affect any right or protection of an officer or director of the Company existing at the time of such repeal or modification.
d.
Without limitation, this Article VI shall be applied and interpreted and shall be deemed to incorporate any provisions of the Nevada Revised Statutes, as the same exist or may hereafter be amended, as well as any applicable interpretation of Nevada law, so that personal liability of directors and officers of the Company to the Company, its shareholders, creditors or to any third person, shall be eliminated or limited to the fullest extent as from time to time permitted by Nevada law.
ARTICLE VII
Indemnification
The Company shall indemnify the directors and officers of the Company to the fullest extent permissible under Nevada law.
ARTICLE VIII
Duration of Existence
The Company shall have perpetual existence.
ARTICLE IX
Acquisition of Controlling Interest
The provisions of Nevada Revised Statutes Sections 78.378 to 78.3793, inclusive, are not applicable to the Company.
ARTICLE X
Combinations with Interested Stockholders
The provisions of Nevada Revised Statutes Sections 78.411 to 78.444, inclusive, are not applicable to the Company.
This Certificate of Amended and Restated Articles of Incorporation has been adopted by the Board of Directors and Shareholders of the Company as of July 23, 2015, as required by Nevada Revised Statutes Section 78.403, and the officer signing below swears that the foregoing represents the Certificate of Amended and Restated Articles of Incorporation of the Company and that he is signing as an authorized officer of the Company.
DATED this 23rd day of July, 2015.
/s/ Zhijian (James) Zhang__________
Zhijian (James) Zhang, President
CORP1817.1
1
![[f1819vedgar001.jpg]](f1819vedgar001.jpg)
___________________________________
CERTIFICATE OF DESIGNATION
OF
SUNVALLEY SOLAR, INC.
Pursuant to Section 78.1955 of the
Nevada Revised Statutes
___________________________________
CLASS B CONVERTIBLE PREFERRED STOCK
On behalf of Sunvalley Solar, Inc., a Nevada corporation (the "Corporation"), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the "Board"):
RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation (the "Articles of Incorporation"), there hereby is created, out of the six million (6,000,000) shares of preferred stock, par value $.001 per share, of the Corporation authorized by Article III of the Certificate of Amended and Restated Articles of Incorporation ("Preferred Stock"), a series of Class B Convertible Preferred Stock, consisting of two million (2,000,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions:
The specific powers, preferences, rights and limitations of the Class B Convertible Preferred Stock are as follows:
1. Designation; Rank. This series of Preferred Stock shall be designated and known as "Class B Convertible Preferred Stock." The number of shares constituting the Class B Convertible Preferred Stock shall be two million (2,000,000) shares, Except as otherwise provided herein, the Class B Convertible Preferred Stock shall, with respect to rights on liquidation, winding up and dissolution, rank pari passu to the Corporation’s common stock, par value $0.001 per share (the "Common Stock") and the Corporation’s Class A Convertible Preferred Stock, par value $0.001 per share (the “Class A Convertible Preferred Stock”).
2. Dividends. The holders of shares of Class B Convertible Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose.
3. Liquidation Preference.
(a)
In the event of any dissolution, liquidation or winding up of the Corporation (a "Liquidation"), whether voluntary or involuntary, the Holders of Class B Convertible Preferred Stock shall be entitled to participate in any distribution out of the assets of the Corporation on an equal basis per share with the holders of the Common Stock, after giving effect to the Conversion Rate described in Section 4 below.
(b)
A sale of all or substantially all of the Corporation's assets or an acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, a reorganization, consolidation or merger) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Corporation (a "Change in Control Event"), shall not be deemed to be a Liquidation for purposes of this Designation.
4. Optional Conversion of Class B Convertible Preferred Stock. The Holders of Class B Convertible Preferred Stock shall have conversion rights as follows:
(a)
Conversion Right. Each share of Class B Convertible Preferred Stock shall be convertible at the option of the Holder thereof and without the payment of additional consideration by the Holder thereof, at any time, into shares of Common Stock on the Optional Conversion Date (as hereinafter defined) at a conversion rate of ten (10) shares of Common Stock (the "Conversion Rate") for every one (1) share of Class B Convertible Preferred Stock, subject to adjustment as provided in Section 4 of this Designation.
(b)
Mechanics of Optional Conversion. To effect the optional conversion of shares of Class B Convertible Preferred Stock in accordance with Section 4(a) of this Designation, any Holder of record shall make a written demand for such conversions (for purposes of this Designation, a "Conversion Demand") upon the Corporation at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and (ii) the proposed date of such conversion, which shall be a business day not less than fifteen (15) nor more than thirty (30) days after the date of such Conversion Demand (for purposes of this Designation, the "Optional Conversion Date"). Within five days of receipt of the Conversion Demand, the Corporation shall give written notice (for purposes of this Designation, a "Conversion Notice") to the Holder setting forth therein (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such Holder's address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Class B Convertible Preferred Stock, if any, or, if none, of the Corporation. On or before the Optional Conversion Date, each Holder of the Class B Convertible Preferred Stock so to be converted shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the Corporation at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the Corporation. As soon as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such shares, the Corporation shall issue and deliver to such Holder, or its nominee, at such Holder's address as it appears on the records of the stock transfer agent for the Class B Convertible Preferred Stock, if any, or, if none, of the Corporation, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof.
(c)
No Fractional Shares. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Class B Convertible Preferred Stock. In lieu of any fractional share to which the Holder would be entitled but for the provisions of this Section 4(c) based on the number of shares of Class B Convertible Preferred Stock held by such Holder, the Corporation shall issue a number of shares to such Holder rounded up to the nearest whole number of shares of Common Stock. No cash shall be paid to any Holder of Class B Convertible Preferred Stock by the Corporation upon conversion of Class B Preferred Convertible Stock by such Holder.
(d)
Reservation of Stock. The Corporation shall at all times when any shares of Class B Preferred Convertible Stock shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class B Convertible Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding shares of the Class B Convertible Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.
(e)
Stock Dividends, Splits, Combinations and Reclassifications. If the Corporation shall (i) declare a dividend or other distribution payable in securities, (ii) split its outstanding shares of Common Stock into a larger number, (iii) combine its outstanding shares of Common Stock into a smaller number, or (iv) increase or decrease the number of shares of its capital stock in a reclassification of the Common Stock including any such reclassification in connection with a merger, consolidation or other business combination in which the Corporation is the continuing entity (any such corporate event, an "Event"), then in each instance the Conversion Rate shall be adjusted such that the number of shares issued upon conversion of one share of Class B Convertible Preferred Stock will equal the number of shares of Common Stock that would otherwise be issued but for such Event.
(f)
Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate pursuant to Section 4 of this Designation, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and cause its principal financial officer to verify such computation and prepare and furnish to each Holder of Class B Convertible Preferred Stock a certificate setting forth such adjustment or readjustment and setting forth in reasonable detail the facts upon which such adjustment or readjustment is based, The Corporation shall, upon the written request at any time of any Holder of Class B Convertible Preferred Stock, furnish or cause to be furnished to such Holder a like certificate setting forth: (i) such adjustments and readjustments; (ii) the. Conversion Rate in effect at such time for the Class B Convertible Preferred, Stock; and (iii) the number of shares of Common Stock and the amount, if any, of other property that at such time would be received upon the conversion of the Class B Convertible Preferred Stock.
(g)
Issue Taxes. The converting Holder shall pay any and all issue and other non-income taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of shares of Class B Convertible Preferred Stock.
5.
Voting. The holders of Class B Convertible Preferred Stock shall have the right to cast ten (10) votes for each share held of record on all matters submitted to a vote of holders of the Corporation's common stock, including the election of directors, and all other matters as required by law. There is no right to cumulative voting in the election of directors. The holders of Class B Convertible Preferred Stock shall vote together with all other classes and series of common stock of the Corporation (and with the holders of Class A Convertible Preferred Stock) as a single class on all actions to be taken by the common stock holders of the Corporation except to the extent that voting as a separate class or series is required by law.
IN WITNESS WHEREOF the undersigned has signed this Designation this 23rd day of July, 2015.
SUNVALLEY SOLAR, INC.
BY: /s/ Zhijian (James) Zhang________________
Name: James Zhang
Title: CEO
CORP/1819