Amended Current Report Filing (8-k/a)
September 14 2016 - 1:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
(Amendment
no. 1)
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 11, 2016
ATLAS
TECHNOLOGY INTERNATIONAL, INC.
|
(Exact
name of registrant as specified in its charter)
|
Delaware
|
333-196583
|
47-1391708
|
(State or other jurisdiction
of incorporation)
|
(Commission File
Number)
|
(IRS Employer Identification
No.)
|
8444
Reseda Blvd., Suite B, Northridge, California 91324
|
(Address
of principal executive offices, zip code)
|
Registrant's
telephone number, including area code
|
818-272-5987
|
Not
applicable.
|
(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 (see General Instruction A.2. below):
☐
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))
Explanatory
Note
This
Form 8-K/A amends the Form 8-K previously filed on July 11, 2016 (the "
Original 8-K
") to: (i) ) clarify that
the change in control of the Corporation occurred on July 5, 2016, (ii) correct the date on which the Certificate of Amendment
of Certificate of Incorporation (the "
Certificate of Amendment
") was filed with Delaware from July 7, 2016 to
July 19, 2016, (iii) clarify that the Certificate of Amendment does not contain a provision changing the Corporation's year-end
from July 31 to June 30, (iv) clarify that the bylaws were not amended to reflect the Certificate of Designations for the Series
A, B and C Preferred Stock, (v) include as an exhibit the Certificate of Amendment, and (vi) provide additional updated information.
Item
5.01 Change in Control of Registrant
The
change in control of Atlas Technology International, Inc. (the "Company"), as reported in the Original 8-K, occurred
on July 5, 2016.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 19, 2016, the Company filed with the Secretary of State of Delaware the Certificate of Amendment. On August 23, 2016, the
Company filed with the Secretary of State of Delaware an Amended and Restated Certificate of Incorporation (the “
Restated
Certificate
”) in which the Company confirmed its name change to Atlas Technology International, Inc. (the "
Name
Change
") and set forth therein the designations for the Series A, B and C Preferred Stock (the bylaws of the Company
were not amended to reflect the Certificate of Designations for the Series A, B and C Preferred Stock).
These
actions were approved by the Company's board of directors by written consent in lieu of a meeting on August 10, 2016, and the
holders of a majority of its common stock approved the actions by written consent in lieu of a meeting on August 10, 2016 (the
"
Written Consent
") in accordance with the Delaware General Corporation Law.
The
Company is filing with the SEC a 14C related to the Name Change and the Restated Certificate and will file a notice with the Financial
Information Regulatory Association, Inc. (“
FINRA
”) regarding the Name Change and the Restated Certificate.
The Name Change will not be effective until processed by FINRA. The Company intends to request a new symbol from FINRA to reflect
its new corporate name.
There
will be no mandatory exchange of stock certificates. Following the Name Change, the share certificates which reflect the Company’s
prior name will continue to be valid. In addition, certificates reflecting the new corporate name will be issued in due course
as old share certificates are tendered for exchange or transfer to the Company’s transfer agent.
Fiscal
Year End Change
On
August 10, 2016, the Company's Board of Directors approved a change in its Fiscal Year from July 31 to June 30 to be more efficient
for administrative purposes.
The
change in fiscal year will become effective for the Company's 2016 fiscal year which began July 1, 2015 and ended June 30, 2016.
Item
9.01. Financial
Statements and Exhibits.
(d)
|
Exhibits
|
|
|
Exhibit No.
|
Description
|
3.2
|
Certificate of Amendment of Certificate of Incorporation as filed with the Secretary of State of Delaware on July 19, 2016.
|
3.3
|
Amended and Restated Certificate of Incorporation as filed with the Secretary of State of Delaware on August 23, 2016.
|
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.
|
|
|
|
Atlas
Technology International, Inc.
|
|
|
|
|
|
Date: September
14, 2016
|
|
|
By:
|
/s/
Tiffany Aguayo
|
|
|
|
|
Tiffany Aguayo,
Co-CEO
|