UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
October 12, 2015
INDEPENDENCE ENERGY CORP.
(Exact name of registrant as specified in its
charter)
Nevada
(State or other jurisdiction of incorporation)
000-54323
(Commission file number)
20-3866475
(I.R.S. Employer Identification No.)
219 Chemin Metairie Road, Youngsville, La
70592
(Address of principal executive offices)(Zip Code) |
(337) 269-5933
(Company's telephone number, including area code)
N/A
(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))
Item 5.03. Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year End.
On October 12, 2015, Independence Energy
Corp. (the “Company”) filed Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”)
with the Secretary of State of the State of Nevada to, among other things, change the Company’s name from “Independence
Energy Corp.” to “RedHawk Holdings Corp.” (the “Name Change”).
In addition to the Name Change, the Amended
and Restated Articles also: (1) increase the Company’s authorized shares of common stock from 375,000,000 shares of common
stock to 450,000,000 shares of common stock, par value $0.001 per share, (2) authorize up to 5,000 shares of preferred stock with
a par value of $1,000.00 per share, which may be issued from time to time in one or more series by the Company’s Board of
Directors with such powers, designations, preferences, privileges and other terms as may be determined by the Company’s Board
of Directors, and (3) remove certain provisions specifying (i) the names and addresses of the Company’s initial Board of
Directors and Incorporator, which are no longer required to be specified in the Company’s Articles of Incorporation, and
(ii) the size of the Company’s Board of Directors, which will now be specified in the Company’s Bylaws. The Amended
and Restated Articles became effective on October 13, 2015.
A copy of the Amended and Restated Articles
is filed as Exhibit 3.1 with this Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
In addition, on October 16, 2015, the
Company issued a press release announcing the Name Change and that it is waiting for regulatory approval to begin trading under
the symbol HAWC.
In accordance with General Instruction
B.2 of Form 8-K, the information contained in this Item 7.01 and Exhibit 99.1 is being “furnished” to the U.S. Securities
and Exchange and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, unless specifically identified as being incorporated therein by reference.
Item 9.01. Financial Statements and
Exhibits.
| 3.1 | Amended and Restated Articles of Incorporation of RedHawk Holdings Corp. filed October 12, 2015. |
| 99.1 | Press release of Independence Energy Corp. dated October 16, 2015. |
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.
Date: October 16, 2015 |
Independence Energy Corp.
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By: |
/s/ Daniel J. Schreiber |
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Name: |
Daniel J. Schreiber |
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Title: |
Chairman of the Board and Director |
Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
of
REDHAWK HOLDINGS CORP.
A Nevada Corporation
The undersigned, being the President of RedHawk Holdings Corp.
(formerly Independence Energy Corp. and herein referred to as the
“Corporation”), in accordance with Section 78.403 of
the Nevada Revised Statutes, does hereby certify that:
1. The
Corporation is a corporation organized and existing under the laws
of the State of Nevada, pursuant to those certain Articles of
Incorporation of Oliver Creek Resources, Inc., dated as of November
30, 2005.
2. On July
31, 2015, the holders of a majority of the issued and outstanding
shares of common stock of the Corporation, in accordance with
Sections 78.390 and 78.010(a) of the Nevada Revised Statutes, duly
authorized these Amended and Restated Articles of Incorporation of
the Corporation restating, integrating and amending the provisions
of the Articles of Incorporation, as amended, of this
Corporation.
3. The
text of the Articles of Incorporation of the Company is amended and
restated in the form approved by the holders of a majority of the
issued and outstanding shares of common stock of the Corporation to
read in its entirety as follows:
ARTICLE I
NAME
The name of the corporation is REDHAWK HOLDINGS CORP.
ARTICLE II
PRINCIPAL OFFICE
Section 2.01 RESIDENT AGENT. The name and address of its
resident agent for service process is Resident Agents of Nevada,
Inc. 711 S. Carson, Suite 4, Carson City, Nevada 89701.
Section 2.02 OTHER OFFICES. The corporation may also
maintain offices for the transaction of any business at such other
places within or without the State of Nevada as it may from time to
time determine. Corporate business of every kind and nature may be
conducted, and meetings of directors and stockholders held outside
the State of Nevada with the same effect as if in the State of
Nevada.
ARTICLE III
PURPOSE
The corporation is organized for the purpose of engaging in any
lawful activity, within or without the State of Nevada.
ARTICLE IV
SHARES OF STOCK
Section 4.01 NUMBER AND CLASS.
(a) The amount of the total authorized common capital stock of this
corporation is Four Hundred Fifty Million (450,000,000) shares with
a par value of $0.001 designated as Common Stock. The Common Stock
may be issued from time to time without action by the stockholders.
The Common Stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors.
(b) The amount of the total authorized preferred capital stock of
this corporation is Five Thousand (5,000) shares with a par value
of $1,000 designated as Preferred Stock. The Preferred Stock may be
issued from time to time without action by the stockholders. The
Preferred Stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors. The Preferred
Stock may be issued in one or more series, from time to time, with
each
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such series to consist of such number of shares and to have such
voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or
other special rights, and the qualifications, limitations or
restrictions thereof, as shall be stated in the resolution or
resolutions providing for the issuance of such series adopted by
the Board of Directors, and the Board of Directors is hereby
expressly vested with the authority, to the full extent now or
hereafter provided by law, to adopt any such resolution or
resolutions.
Section 4.02 NO PREEMPTIVE RIGHTS. Holders of the Common
Stock and the Preferred Stock of the corporation shall not have any
preference, preemptive right, or right of subscription to acquire
any shares of the corporation authorized, issued or sold, or to be
authorized, issued or sold, or to any obligations or shares
authorized or issued or to be authorized or issued, and convertible
into shares of the corporation, nor to any right of subscription
thereto, other than to the extent, if any, the Board of Directors
in its discretion, may specifically determine from time to time,
including as set forth in any resolution or resolutions providing
for the issuance of such Common Stock or Preferred Stock, as
applicable, series adopted by the Board of Directors.
Section 4.03 ASSESSMENT OF SHARES. The Common Stock of
the corporation, after the amount of the subscription price has
been paid, in money, property or services, as the directors of the
corporation shall determine, shall not be subject to assessment to
pay the debts of the corporation, nor for any other purpose, and no
stock issued as fully paid shall ever be assessable or assessed,
and the Articles of Incorporation shall not be amended in this
particular.
ARTICLE V
DIRECTORS
Section 5.01 GOVERNING BOARD. The members of the Board of
Directors of the corporation shall be styled directors.
Section 5.02 NUMBER OF DIRECTORS. The number of directors
shall be set forth in the bylaws of the corporation and may be
increased or decreased by duly adopted amendment to the bylaws of
the corporation.
ARTICLE VI
PERIOD OF DURATION
This corporation is to have A PERPETUAL existence.
ARTICLE VII
DIRECTORS’ AND OFFICERS’ LIABILITY
A director or officer of the corporation shall not be personally
liable to this corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, but this Article
shall not eliminate or limit the liability of a director or officer
for (i) acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law, or (ii) the unlawful payment
of dividends. Any repeal or modification of this Article by the
stockholders of the corporation shall be prospective only, and
shall not adversely affect any limitation on the personal liability
of a director or officer of the corporation for acts and omissions
prior to such repeal or modification.
ARTICLE VIII
INDEMNITY
Every person who was or is a party to, or is threatened to be made
a party to, or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason
of the fact that he, or a person of whom he is the legal
representative, is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the laws of the State of Nevada
from time to time against all expenses, liability and loss
(including attorneys’ fees, judgments, fines and amounts paid
or to be paid in settlement) reasonably incurred or suffered by him
in connections therewith. Such right of indemnification shall be a
contract right which may be enforced in any manner desired by such
person. The expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by
the corporation. Such right of indemnification shall not be
exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire, and, without
limiting the generality of such statement, they shall be entitled
to their respective rights of
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indemnification under any bylaw, agreement, vote of stockholders,
provision of law, or otherwise, as well as their rights under this
Article. Without limiting the application of the foregoing, the
Board of Directors may adopt bylaws from time to time with respect
to indemnification, to provide at all times the fullest
indemnification permitted by the laws of the State of Nevada, and
may cause the corporation to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation
as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other
enterprises, against any liability asserted against such person and
incurred in any such capacity or arising out of such status,
whether or not the corporation would have the power to indemnify
such person. The indemnification provided in this Article shall
continue as to a person who has ceased to be a director, officer,
employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such person.
ARTICLE IX
AMENDMENTS
Subject at all times to the express provisions of Section 4.03,
hereof, which cannot be amended, the corporation reserves the right
to amend, alter, change, or repeal any provision contained in these
Amended and Restated Articles of Incorporation or its bylaws, in
the manner now or hereafter prescribed by statute or by these
Amended and Restated Articles of Incorporation or said bylaws, and
all rights conferred upon the stockholders are granted subject to
this reservation.
ARTICLE X
POWERS OF DIRECTORS
In furtherance, and not in limitation of the powers conferred by
statue, the Board of Directors is expressly authorized:
(1) Subject to
the bylaws, if any, adopted by the stockholders, to make, alter or
repeal the bylaws of the corporation;
(2) To authorize
and cause to be executed mortgages and liens, with or without limit
as to amount, upon the real and personal property of the
corporation;
(3) To authorize
the guaranty by the corporation of securities, evidences of
indebtedness and obligations of other persons, corporations and
business entities;
(4) To set apart
out of any of the funds of the corporation available for dividends
a reserve or reserves for any proper purpose and to abolish any
such reserve; and
(5) By
resolution adopted by a majority of the whole Board of Directors,
to designate one or more committees, each committee to consist of
one or more of the directors of the corporation, which, to the
extent provided in the resolution or in the bylaws, of the Board of
Directors in the management of the business and affairs of the
corporation, any may authorize the seal of the corporation to be
affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in the
bylaws of the corporation or as may be determined from time to time
by resolution adopted by the Board of Directors.
All corporate powers of the corporation shall be exercised by the
Board of Directors except as otherwise provided herein, in
accordance with the bylaws, or by law.
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IN WITNESS WHEREOF, the undersigned authorized officer has hereunto
set his hand this 2nd day of October, 2015, hereby declaring and
certifying that the facts stated herein above are true.
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/s/ Daniel J. Schreiber
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Daniel J. Schreiber
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President and Chief Executive Officer
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ACKNOWLEDGMENT
STATE
OF CALIFORNIA
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CITY
OF SAN DIEGO
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On this 2nd day of October, 2015, Daniel J. Schreiber personally
appeared before me, a Notary Public, and acknowledged to me that he
executed the foregoing instrument for the purposes therein set
forth.
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/s/ G. Horton
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NOTARY PUBLIC
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Exhibit 99.1
FOR IMMEDIATE RELEASE OCTOBER 16, 2015
Media Contact:
Julie Calzone
(337) 235-2924
jcalzone@calzone.com
Company Contacts:
Daniel J. Schreiber, CEO
(858) 509-8800
dan@redhawkholdingscorp.com
G. Darcy Klug, CFO
(337) 269-5933
darcy.klug@redhawkholdingscorp.com
INDEPENDENCE ENERGY AMENDS ITS ARTICLES OF
INCORPORATION
Youngsville, Louisiana
(OTC: IDNG) – Independence Energy Corp. (the “Company”) announced today it that it has amended and restated
its articles of incorporation to, among other things, change the Company’s name from “Independence Energy Corp.”
to “RedHawk Holdings Corp.” The amended and restated articles were filed with the Secretary of State of the State of
Nevada on October 12, 2015 and became effective on October 13, 2015. The Company is waiting for regulatory approval to begin trading
under its new trading symbol (HAWC) and new CUSIP number (75746Q103).
# # #
This release may contain forward-looking
statements. Forward-looking statements are all statements other than statements of historical fact. Statements contained in this
release that are not historical facts may be deemed to be forward-looking statements. The words “anticipate,” “may,”
“can,” “plans,” “believes,” “estimates,” “expects,” “projects,”
“targets,” “intends,” “likely,” “will,” “should,” “to be,”
“potential” and any similar expressions are intended to identify those assertions as forward-looking statements.
Investors are cautioned that forward-looking
statements are inherently uncertain. Actual performance and results may differ materially from that projected or suggested herein
due to certain risks and uncertainties. In evaluating forward-looking statements, you should consider the various factors which
may cause actual results to differ materially from any forward-looking statements including those listed in the “Risk Factors”
section of our latest 10-K report. Further, the Company may make changes to its business plans that could or will affect its results.
Investors are cautioned that the Company will undertake no obligation to update any forward-looking statements.