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): January 16, 2009 (December 19,
2008)
PREMIER POWER RENEWABLE
ENERGY, INC.
(Exact
name of registrant as specified in Charter)
Delaware
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333-140637
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13-4343369
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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4961
Windplay Drive, Suite 100
El Dorado Hills, CA
95762
(Address
of Principal Executive Offices)
(916)
939-0400
(Registrant’s
telephone number, including area code)
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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.03(a)
Amendment to
Bylaws.
On December 19, 2008, the Board of Directors of Premier Power Renewable
Energy, Inc. amended Sections 1 through 3 of Article V of its
Bylaws. The text of the previous provisions is as
follows:
SECTION 1. CERTIFICATES OF
STOCK.
Certificates of stock, signed by the Chairman or Vice Chairman of
the Board of Directors, if they be elected, Chief Executive Officer, Chief
Operating Officer, President or Vice-President, and the Treasurer or an
Assistant Treasurer, or Secretary or an Assistant Secretary, shall be issued to
each stockholder certifying the number of shares owned by him in the
corporation. Any of or all the signatures may be facsimiles.
SECTION 2. LOST CERTIFICATES.
A new certificate of stock may be issued in the place of any certificate
theretofore issued by the corporation, alleged to have been lost or destroyed,
and the Directors may, in their discretion, require the owner of the lost or
destroyed certificate, or his legal representatives, to give the corporation a
bond, in such sum as they may direct, not exceeding double the value of the
stock, to indemnify the corporation against any claim that may be made against
it on account of the alleged loss or destruction of any such certificate, or the
issuance of any such new certificate.
SECTION 3. TRANSFER OF SHARES.
The shares of stock of the corporation shall be transferable only upon its books
by the holders thereof in person or by their duly authorized attorneys or legal
representatives, and upon such transfer the old certificates shall be
surrendered to the corporation by the delivery thereof to the person in charge
of the stock and transfer books and ledgers, or to such other person as the
Directors may designate, by whom they shall be cancelled, and new certificates
shall thereupon be issued. A record shall be made of each transfer and whenever
a transfer shall be made for collateral security, and not absolutely, it shall
be so expressed in the entry of the transfer.
The text
of the new provisions is as follows:
SECTION 1. CERTIFICATES OF
STOCK.
Certificates of stock, signed by the Chairman or Vice Chairman of
the Board of Directors, if they be elected, Chief Executive Officer, Chief
Operating Officer, President or Vice-President, and the Treasurer or an
Assistant Treasurer, or Secretary or an Assistant Secretary, shall be issued to
each stockholder certifying the number of shares owned by him in the
corporation. Any of or all the signatures may be
facsimiles. Notwithstanding the above, the Board of Directors may
provide, by resolution, that some or all of any class or series of shares shall
be uncertificated shares, provided, however, that any such resolution shall not
apply to shares represented by a certificate until such certificate is
surrendered to the corporation.
SECTION 2. LOST CERTIFICATES.
A new certificate or uncertificated shares of stock may be issued in the place
of any certificate theretofore issued by the corporation, alleged to have been
lost or destroyed, and the Directors may, in their discretion, require the owner
of the lost or destroyed certificate, or his legal representatives, to give the
corporation a bond, in such sum as they may direct, not exceeding double the
value of the stock, to indemnify the corporation against any claim that may be
made against it on account of the alleged loss or destruction of any such
certificate, or the issuance of any such new certificate or new uncertificated
shares.
SECTION 3. TRANSFER OF SHARES.
Upon surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate or evidence of the issuance of
uncertificated shares to the shareholder entitled thereto, cancel the old
certificate, record the transaction upon the corporation’s books, and whenever a
transfer shall be made for collateral security, and not absolutely, the transfer
shall be so expressed in the records for such transaction. Upon the
surrender of any certificate for transfer of stock, such certificate shall at
once be conspicuously marked on its face "Cancelled" and filed with the
permanent stock records of the corporation. Upon the receipt of
proper transfer instructions from the registered owner of uncertificated shares,
such uncertificated shares shall be cancelled, issuance of new equivalent
uncertificated shares or certificated shares shall be made to the shareholder
entitled thereto and the transaction shall be recorded upon the books of the
Corporation. If the corporation has a transfer agent or registrar
acting on its behalf, the signature of any officer or representative thereof may
be in facsimile. The Board of Directors may appoint a transfer agent
and one or more co-transfer agents and registrar and one or more co-registrars
and may make or authorize such agent to make all such rules and regulations
deemed expedient concerning the issue, transfer and registration of shares of
stock. Within a reasonable time after the issuance or transfer of
uncertificated shares by the corporation, the corporation shall send to the
registered owner thereof a written notice containing the information required to
be set forth or stated on certificates of certificated shares pursuant to
Section 151, 202(a) or 218 (a) of the General Corporation Law of the State of
Delaware or, with respect to Section 151 of the General Corporation Law of the
State of Delaware, a statement that the Corporation will furnish without charge
to each stockholder who so requests the powers, designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
Item 9.01
Financial
Statements and Exhibits
(d)
Exhibits
Exhibit No.
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Exhibit Description
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3.1
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Amendment
to Bylaws
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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
POWER RENEWABLE ENERGY, INC.
(Registrant)
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Date:
January 16, 2009
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By:
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/s/
Dean Marks
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Dean
Marks
Chief
Executive Officer and
President
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