Current Report Filing (8-k)
April 08 2016 - 4:05PM
Edgar (US Regulatory)
___________________________________________
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):
April 8, 2016
POCKET GAMES, INC.
(Exact Name of Registrant as Specified in Charter)
Florida
|
333-192939
|
46-3813936
|
(State of Other Jurisdiction
|
(Commission File
|
(IRS Employer
|
of Incorporation)
|
Number)
|
Identification No.)
|
|
|
|
909 Plainview Ave
Far Rockaway, New York
|
11691
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Registrant’s telephone number, including
area code: (347) 318-8859
(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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
On April 8, 2016, the Board of Directors of
Pocket Games, Inc. (the “Company”) amended its Articles of Incorporation (the “Amendment”) to effect the
following:
Change in Authorized Common Stock
.
We are increasing the authorized common stock to five billion.
Designation of Series B Preferred
Stock
. We are designating 480,000 shares of our authorized 2,500,000 Preferred shares as Series B preferred Stock having the
following rights and designations:
|
i)
|
Stated Value.
The Series B Preferred Stock shall have a stated value of $10.00 per Share
and an aggregate liquidation value of $4,800,000;
|
|
ii)
|
Liquidation, Sale of Control or Winding Up.
On a Sale of Control (as defined in the Exchange
Agreement) or liquidation of the Corporation, the Series B Convertible Preferred Stock shall rank (A) junior to any Indebtedness
of the Corporation, (b) pari passu to any other Preferred Stock now existing or hereafter created (including the Series A Preferred
Stock) or hereinafter created, and (c) be senior to any shares of Common Stock of the Corporation now existing or hereafter created;
|
|
iii)
|
Voting.
The Series B Convertible Preferred Stock shall vote on an “as converted”
basis, together with the outstanding shares of Corporation Common Stock;
|
|
iv)
|
Dividends.
The Series B Convertible Preferred Stock shall not accrue or pay any dividend;
|
|
v)
|
Redemption.
The Series B Convertible Preferred Stock shall not be subject to any mandatory
or optional redemption;
|
|
vi)
|
Conversion.
The Series B Convertible Preferred Stock shall upon the occurrence of a “Conversion
Event” (hereinafter defined) shall automatically convert into an aggregate of twenty three million and sixty-seven thousand,
six hundred and twenty seven (23,067,627) shares of the Corporation’s Common Stock, or such other number of shares of Corporation
Common Stock as shall constitute forty-eight (48.0%) percent of the "Corporation Fully-Diluted Common Stock” (as that
term is defined in the Exchange Agreement) as at the date such Conversion Event shall occur; and
|
“Conversion Event” shall mean the listing
of the shares of Corporation Common Stock for trading on the New York Stock Exchange, the NASDAQ Stock Exchange (including the
Nasdaq Capital Markets) or the NYSE:Amex Exchange
Anti-takeover
provisions.
The Company’s Amended and Restated Articles of Incorporation provide that the Board of Directors may issue
up to 2,500,000 shares of “blank check” Preferred Stock and fix the rights, preferences, privileges, qualifications
,
limitations, and restrictions of any Preferred Stock issued by the Company, including the number of shares constituting any series
or the designation of such series. The existence of unissued Preferred Stock may enable the Board of Directors, without further
action by the stockholders, to issue such stock to persons friendly to current management or to issue such stock with terms that
could render more difficult or discourage an attempt to obtain control of the Company, thereby protecting the continuity of the
Company’s management.
The Amendment is attached hereto as an Exhibit
to this Current Report.
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 8, the Board of Directors and holders
of a majority of the voting rights of the Company’s capital stock approved the Amendment as described in Item 5.03 above.
The Amendment is attached hereto as an Exhibit to this Current Report
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
|
|
Pocket Games, Inc.
|
|
|
|
|
|
|
Date: April 8, 2016
|
|
By: /s/ David Lovatt
|
|
|
David Lovatt
|
|
|
Chief Executive Officer
|
GenTech (CE) (USOTC:GTEH)
Historical Stock Chart
From Mar 2024 to Apr 2024
GenTech (CE) (USOTC:GTEH)
Historical Stock Chart
From Apr 2023 to Apr 2024