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):
December 16, 2015
PREMIER HOLDING CORP.
(Name of small business issuer specified
in its charter)
Nevada |
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88-0344135 |
(State or other jurisdiction |
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(Commission File No.) |
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(I.R.S. Employer |
of incorporation) |
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Identification No.) |
1382 Valencia
Avenue, Unit F Tustin, CA 92780
(Address of principal executive offices)
(former name or former
address, if changed since last report)
(949)
260-8070
(Registrant’s telephone number)
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:
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
3.03 Material Modification to Rights of Security Holders
On December 11, 2015, the Board of
Directors of PREMIER HOLDING CORPORATION , a Nevada corporation (the “Corporation”) approved the creation
of the Corporation’s Series B Voting Convertible Preferred Stock. On December 16, 2015, the Corporation filed a Certificate
of Designation for the Corporation’s Series B Voting Convertible Preferred Stock in Nevada. The text of the Certificate of
Designation for the Corporation’s Series B Voting Convertible Preferred Stock is set forth below.
TERMS OF SERIES B VOTING CONVERTIBLE
PREFERRED STOCK
The following is a description
of the Series B Voting Convertible Preferred Stock ("Series B Preferred Stock") of Premier Holding Corporation, a Nevada
corporation (the "Corporation"), having such voting powers, designations, preferences and relative rights, qualifications,
limitations or restrictions, including, without limitation, rights of conversion, and the number of shares constituting the class
of Series B Preferred Stock as the Board of Directors shall approve by written consent.
| 1. | The Corporation is authorized to issue 250,000 shares of Series B Preferred Stock. |
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| 2. | The par value of the Series B Preferred Stock is $0.0001
per share. |
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| 3. | Holders of Series B Preferred Stock shall be entitled to 1,000 votes for each share of Series B Preferred Stock. |
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| 4. | Votes of shares of Series B Preferred Stock shall be added to votes of shares of common stock of the Corporation ("Common
Stock") at any meeting of stockholders of the Corporation at which stockholders have the right to vote. |
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| 5. | Series B Preferred Stock shall have voting rights for a period of three years from the date of issuance. On the third anniversary
of the issuance of shares of Series B Preferred Stock, each share of Series B Preferred Stock shall be converted into four shares
of Common Stock without further action of the Board of Directors. At that time, the holder of shares of Series B Preferred Stock
shall return the share certificate evidencing the Series B Preferred Stock to the Corporation in exchange for a share certificate
evidencing the shares of Common Stock into which the shares of Series B Preferred Stock have been converted. |
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| 6. | Series B Preferred Stock shall have the same dividends per share and, except as provided above, the same powers, designations,
preferences and relative rights, qualifications, limitations or restrictions as those of shares of Series A Non-Voting Convertible
Preferred Stock of the Corporation. |
Item 9.01 Financial Statements and Exhibits
A true and correct copy of the Certificate of Designation filed
with the Nevada Secretary of State on December 16, 2015 is attached as Exhibit 99.1.
Investors are encouraged to read and understand the Company's
filings with the Securities and Exchange Commission.
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.
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PREMIER HOLDING CORPORATION |
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By: |
/s/
Randall Letcavage |
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Randall Letcavage, |
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Chief Executive Officer |
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Date: December 16, 2015 |
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List of Exhibits
99.1 |
Certificate of Designation for the Series B Voting Convertible Preferred Stock |
Exhibit 99.1
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
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Filed in the office of |
Document Number
20150547545-98 |
Certificate of Designation |
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/s/ Barbara K. Cegavske |
Filing Date and Time |
(PURSUANT TO NRS 78.1955) |
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Barbara K. Cegavske |
12/16/2015 8:00 AM |
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Secretary of State |
Entity Number |
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State of Nevada |
C2818-1971 |
Certificate
of Designation For
Nevada
Profit Corporations
(Pursuant to NRS
78.1955)
Premier Holding Corporation
| 2. | The articles have been amended as follows: |
By resolution of the board of directors pursuant to a
provision in the articles of incorporation this certificate establishes the following regarding the voting powers,
designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.
The following is a description of the Series B Voting
Convertible Preferred Stock (“Series B Preferred Stock”) of Premier Holding Corporation, a Nevada corporation
(the "Corporation"), having such voting powers, designations, preferences and relative rights, qualifications,
limitations or restrictions, including, without limitation, rights of conversion, and
the number of shares constituting the class of Series B Preferred Stock as the Board of Directors shall approve
by written consent.
(Continued on following page; Exhibit
“A”).
| 3. | Effective date of filing: (optional) |
12/11/15 |
4. | Signature: (required) |
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| /s/ Randy Letcavage |
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Filing Fee: $175.00 |
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IMPORTANT: Failure to include any of the
above information and submit with the proper fees may cause this filing to be rejected. |
EXHIBIT “A”
TERMS OF SERIES B
VOTING CONVERTIBLE PREFERRED STOCK
The following is a
description of the Series B Voting Convertible Preferred Stock (“Series B Preferred Stock”) of Premier Holding Corporation,
a Nevada corporation (the “Corporation”), having such voting powers, designations, preferences and relative rights, qualifications,
limitations or restrictions, including, without limitation, rights of conversion, and the number of shares constituting the class
of Series B Preferred Stock as the Board of Directors shall approve by written consent.
| 1. | The Corporation is authorized to issue 250,000 shares of Series B Preferred Stock. |
| 2. | The par value of the Series B Preferred Stock is $0.0001 per share. |
| 3. | Holders of Series B Preferred Stock shall be entitled to 1,000 votes for each share of Series
B Preferred Stock. |
| 4. | Votes of shares of Series B Preferred Stock shall be added to votes of shares of common stock
of the Corporation (“Common Stock”) at any meeting of stockholders of the Corporation at which stockholders have the right
to vote. |
| 5. | Series B Preferred Stock shall have voting rights for a period of three years from the date
of issuance. On the third anniversary of the issuance of shares of Series B Preferred Stock, each share of Series B Preferred Stock
shall be converted into four shares of Common Stock without further action of the Board of Directors. At that time, the holder
of shares of Series B Preferred Stock shall return the share certificate evidenci ng the Series B Preferred Stock to the Corporation
in exchange for a share certificate evidencing the shares of Common Stock into which the shares of Series B Preferred Stock have
been converted. |
| 6. | Series B Preferred Stock shall have the same dividends per share and, except as provided above,
the same powers, designations, preferences and relative rights, qualifications, limitations or restrictions as those of shares
of Series A Non-Voting Convertible Preferred Stock of the Corporation. |
The undersigned being the President of the Corporation hereby
declares under penalty of perjury that the foregoing is a true and correct copy of the Certificate of Designation of the Rights
and Preferences of the Series B Voting Convertible Preferred Stock of Premier Holding Corporation duly adopted by the Board of
Directors of the Corporation on December 11, 2015.
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By:
/s/ Randy Letcavage |
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Name: Randy Letcavage |
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Title: President |
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