Abc Funding, Inc - Current report filing (8-K)
May 21 2008 - 5:21PM
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): May 15, 2008
ABC FUNDING, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 333-121070 56-2458730
------ ---------- ----------
State of Commission IRS Employer
Incorporation File Number I.D. Number
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c/o Thompson & Knight LLP, 919 Third Avenue, Floor 39, New York, NY 10022
Address of principal executive offices
Registrant's telephone number: (212) 561-3601
3 Park Avenue, Floor 16, New York, NY 10016
(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))
Item 5.03 Amendment to Articles of Incorporation
On May 15, 2008, our Board of Directors designated out of our "blank check
preferred stock" authorized for issuance under our Articles of Incorporation
(the "Articles") two different series of preferred stock, $.001 par value,
having the rights, preferences, powers, restrictions and obligations as are set
forth in the applicable Certificates of Designation, as follows:
o Up to 300,000 shares, entitled "Series A Preferred Stock", in the
form of that Certificate of Designation attached as Exhibit 99.1 hereto
(the "Series A Preferred"), providing for automatic conversion at an
initial conversion rate of 20 shares of our common stock, $.001 par value
("Common Stock"), for every one (1) share of Series A Preferred being
converted, on the effectiveness of the Charter Amendment (as defined
below); and
o Up to 200,000 shares, entitled "Series B Preferred Stock", in the
form of that Certificate of Designation attached as Exhibit 99.2 hereto
(the "Series B Preferred"), providing for automatic conversion at an
initial conversion rate of 28.58 shares of Common Stock for every one (1)
share of Series B Preferred being converted, upon the effectiveness of the
Charter Amendment;
The Certificates of Designation with respect to the Series A Preferred and
the Series B Preferred were filed with the Secretary of State of Nevada on May
15, 2008 and were effective upon filing.
Under the Certificates of Designation, the holder is not entitled to any
dividends, preemption, voting or other rights as a stockholder of our Company
prior to conversion of the underlying preferred stock in accordance with the
applicable Certificate of Designation.
To enable our issuance of the Common Stock upon conversion of the shares
of Preferred Stock, our Board of Directors and the holders of a majority of our
outstanding shares of Common Stock have approved (i) filing an amendment to our
Articles increasing the number of authorized shares of Common Stock to
149,000,000 (the "Charter Amendment") and (ii) filing with the Securities and
Exchange Commission an Information Statement on Schedule 14C relating to the
Charter Amendment and our stockholders' consent thereto.
Reference is made to the Certificates of Designation, copies of which are
filed as Exhibits hereto and incorporated herein by this reference, and the
above summary of the Series A Preferred and the Series B Preferred is qualified
in its entirety by reference thereto.
Item 9.01 Financial Statements and Exhibits
Exhibit Name of Document
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Exhibit 99.1 Certificate of Designation, dated May 15, 2008, with
respect to Series A Preferred Stock
Exhibit 99.2 Certificate of Designation, dated May 15, 2008, with
respect to Series B Preferred Stock
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 21, 2008 ABC Funding, Inc.
By: /s/ Steven Barrenechea
------------------------------
Name: Steven Barrenechea
Title: Chief Executive Officer
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Exhibit Index
Exhibit Name of Document
------- ----------------
Exhibit 99.1 Certificate of Designation, dated May 15, 2008, with
respect to Series A Preferred Stock
Exhibit 99.2 Certificate of Designation, dated May 15, 2008, with
respect to Series B Preferred Stock
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