Current Report Filing (8-k)
July 27 2021 - 5:10PM
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): July 27, 2021 (July 20, 2021)
FORCE
PROTECTION VIDEO EQUIPMENT CORP.
(Exact
name of registrant as specified in its charter)
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Florida
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000-55519
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45-1443512
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2629
Townsgate Road, Suite 215
Westlake
Village, CA 91361
(Address
of principal executive offices)
(714)
312-6844
(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):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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[ ]
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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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[ ]
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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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Securities
registered pursuant to Section 12(b) of the At:
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Title
of Class
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Trading
Symbol
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Name
of Each Exchange on Which Registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 20, 2021, the board of directors (“Board”) of Force Protection Video Equipment Corp. (“Company”) amended
and restated the Company’s Bylaws (as so amended and restated, the “Bylaws”) to update, replace, and amend the following:
Annual
Shareholder Meeting
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Previous
Bylaws
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Amended
and Restated Bylaws
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Article
II, Section 2 – Annual Meeting of shareholders held on 31st of December in each year at 9 a.m.
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Section
2.2 – Authorizes the Board to determine the time and place of annual meetings of stockholders.
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Special
Meeting of Shareholders
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Previous
Bylaws
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Amended
and Restated Bylaws
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Article
II, Section 3 – Special Meetings of shareholders can be called by 10% or more of all votes entitled to be cast on any issue
proposed at the meeting.
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Section
2.3 – Special Meeting of shareholders can be called by (i) the Board, (ii) the Chairman of the Board, (iii) the CEO, or
(iv) holders of more than 20% of the voting power of the outstanding shares entitled to vote.
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Quorum
Requirement of Shareholder Meetings
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Previous
Bylaws
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Amended
and Restated Bylaws
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Article
II, Section 7 – Quorum for a meeting of shareholders requires a majority of the shares entitled to vote, represented in
person or by proxy.
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Section
2.6 – Quorum is one third (1/3) of the voting power of the issued and outstanding capital stock of the corporation, present
in person or represented by proxy.
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Proxies
for Shareholder Voting
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Previous
Bylaws
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Amended
and Restated Bylaws
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Article
II, Section 9 – An appointment for proxy was valid for up to eleven (11) months, unless longer specified in appointment
form.
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Section
2.12 – Proxy appointment cannot be voted or acted upon after three (3) years from its date, unless provided for such longer
period as applicable.
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Record
Date For Stockholder Voting
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Previous
Bylaws
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Amended
and Restated Bylaws
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Article
II, Section 10 – A record date may not be specified to be more than seventy (70) days before the meeting or action.
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Section
2.11 – The Record Date shall not be more than sixty (6) nor less than ten (10) days before the date of such meeting, no
more than sixty (60) days prior to any other such action.
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Advance
Notice of Stockholder Business; Advance Notice of Director Nominations; Disclosure by Stockholders of Hedged Positions
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Previous
Bylaws
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Amended
and Restated Bylaws
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Advance
Notice of Stockholder Business – No Applicable Provision.
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Section
2.14 – To properly bring business before an annual meeting, business must be specified, comply with certain notice requirements,
and be timely (notice received not later than close of business on the 90th day, nor earlier than close of business on
the 120th day, prior to the anniversary date of the preceding annual meeting. Notwithstanding, if no prior meeting held,
or annual meeting is not within 30 days of prior year annual meeting, to be timely, must be received not later than close of business
on the 10th day following the day on which such notice was mailed or disclosure made publicly.
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Advance
Notice of Director Nominations — No Applicable Provision.
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Section
2.15 – Required to comply with provisions of Section 2.14 with respect to notice of director nominations.
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Disclosure
by Stockholders of Hedged Positions — No Applicable Provision.
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Section
2.16 – Requires disclosure of shareholders of hedged positions with respect to Company’s securities for any notice
submitted pursuant to Section 2.14 and 2.15 above.
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Director
Special Meetings
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Previous
Bylaws
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Amended
and Restated Bylaws
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Article
III, Section 8 – A Special Meetings of the Board could be called by the Chairman or the President of the Company with 14
day’s notice.
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Section
3.7 – Special Meetings of the Board may be called by the Chairman, CEO, President, Secretary, or any two directors upon
twenty four (24) hour’s notice.
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Corporate
Governance Compliance
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Previous
Bylaws
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Amended
and Restated Bylaws
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No
Applicable Provision.
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Section
3.14 – Requirement that Board complies with appropriate rules for any exchange the Company may be traded on (Nasdaq, NYSE,
etc.).
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Committees
of the Board
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Previous
Bylaws
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Amended
and Restated Bylaws
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No
Applicable Provision.
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Article
IV – Provides Board with power to create Committees of the Board and establishes Committee powers and duties.
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Corporate
Records and Books
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Previous
Bylaws
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Amended
and Restated Bylaws
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Article
VI, Section 2 — Required, unless modified by resolution of shareholders within 120 days of close of each year, the Company
will provide annual financial statements with certain officer certifications.
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No
Applicable Provision.
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Article
VI, Section 3 – If Company indemnities or advances expenses to any director, officer, employee, or agent, Company will
report indemnification in writing to shareholders before notice of next shareholder meeting.
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No
Applicable Provision.
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Indemnification
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Previous
Bylaws
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Amended
and Restated Bylaws
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Article
VII, Section 1 – Company has the power to indemnify any director, officer, employee or agent as provided for in Florida
Business Corporation Act.
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Section
9.1 — The Company shall indemnify, to the fullest extent permitted by the Florida Business Corporation Act, any director
or officer of the Corporation in such capacity serving, or serving as an employee, director, officer, agent or otherwise of another
enterprise at the request of the Company. Such indemnification is subject to reasonably acting in good faith, and in best interests
of Company, on reasonable belief. Indemnification is further to certain authorization and notice requirements.
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Article
VII, Section 2 – Company may make any other or further indemnification of any director, officer, employee or agent.
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Section
9.12 – Company may from time to time, provide rights to indemnification and advancement of expenses to employees and agents
of Company.
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FORUM
FOR ADJUDICATION OF DISPUTES
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Previous
Bylaws
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Amended
and Restated Bylaws
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No
Applicable Provision.
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Article
X – Exclusive form the adjudication of certain matters set forth in the Bylaws is Florida.
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INCONSISTENCIES
WITH ARTICLES OF INCORPORATION
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Previous
Bylaws
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Amended
and Restated Bylaws
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No
Applicable Provision.
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Section
11.1 – Any inconsistency between the Bylaws and the Articles of Incorporation, the Articles of Incorporation will govern.
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The
foregoing summary of is qualified in its entirety by the Bylaws, a copy of which is filed as Exhibit 3.01(ii) to this Form 8-K and is
incorporated in this Item 5.03 by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
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Date:
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July
27, 2021
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Force
Protection Video Equipment Corp.
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/s/
Christopher Miglino
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By:
Christopher Miglino
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Principal
Executive Officer
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INDEX
OF EXHIBITS