- Current report filing (8-K)
June 18 2009 - 8:00AM
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): June 18, 2009
BEFUT
International Co., Ltd.
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(Exact
name of registrant as specified in
charter)
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Nevada
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0-51336
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20-2777600
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(State
of or other jurisdiction
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(Commission
File No.)
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(IRS
Employer
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of
Incorporation)
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|
|
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Identification
No.)
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No. 90-1
Hongji Street
Xigang
District Dalian City
Liaoning Province, PRC,
116011
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(Address
of principal executive offices) (Zip
Code)
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Registrant's
telephone number, including area code:
(011)-86-411-83678755
FREZER, INC
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(Former
name or former address, if changed since last
report)
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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
(17CFR230.425)
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o
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Soliciting
material pursuant to Rule14a-12 under the Exchange Act
(17CFR240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On June
18, 2009, the Company effectuated a name change from its original name “Frezer,
Inc.” to “BEFUT International Co., Ltd.”. The Company believes that the new name
will better identify the Company with the business conducted by its indirectly
wholly owned subsidiary in China, Befut Electric (Dalian), Co., Ltd. and its
captive manufacturing company, Dalian Befut Wire & Cable Manufacturing Co.,
Ltd..
In
connection with the name change, the Company filed with the Secretary of State
of the State of Nevada an Amended and Restated Articles of Incorporation (the
“Charter”). A certified copy of the Charter is filed herein as Exhibit
3.1.
On June
18, 2009, the same day as the effectiveness of the company’s name change as
referenced above, the Company effectuated a 1 for 4.07 Reverse Split of its
outstanding Common Stock (the “Reverse Split”). Pursuant to the Reverse Split,
4.07 of the outstanding shares of the Company’s Common Stock on the effective
date of the Reverse Split will be automatically converted into 1 share of its
Common Stock. The Reverse Split will not alter the number of shares of the
Common Stock the Company is authorized to issue, but will simply reduce the
number of shares of its Common Stock issued and outstanding. Any fractional
share issued as a result of the Reverse Split will be rounded up. In addition,
any shareholder owning at least 100 shares but less than 407 shares of the
Company’s Common Stock on June 17, 2009 will own at least 100 shares after
giving effect to the Reverse Split. It is for the best interests of the Company
to give such special treatment to those shareholders in order to preserve round
lot shareholders.
The Reverse Split does not require a
charter amendment pursuant to Paragraphs 1(a) and (b) of Nevada Revised Statutes
78.2055; however, it requires the approval by a majority of the voting power of
the Common Stock, which the Company obtained on April 28, 2009 as set forth in
the definitive Information Statement on Schedule 14C (the “14C”) filed with the
Securities and Exchange Commission on May 11, 2009. The Company completed the
distribution of the 14C to the shareholders of record on May 11, 2009 by May 21,
2009.
As a
result of the Name Change and Reverse Split, the Company’s CUSIP number was
changed from 358341204 to 05540J 104. The stock symbol of the Company was
changed from “FREZ.OB” to “BFTI.OB”, effective June 18, 2009.
Item
9.01.
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Financial
Statements and Exhibits
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The
following is filed as exhibits to this report:
Exhibit
No.
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Description
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3.1
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Amended
and Restated Articles of Incorporation of BEFUT International Co.,
Ltd.
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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.
Date: June 18,
2009
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BEFUT
International Co., Ltd.
By:
/s/ Hongbo
Cao
Name:
Hongbo Cao
Title:
President and Chief Executive
Officer
|
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