Current Report Filing (8-k)
May 20 2019 - 5:00PM
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):
April 11, 2019
CAREVIEW
COMMUNICATIONS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
000-54090
|
95-4659068
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
405
State Highway 121, Suite B-240, Lewisville, TX 75067
(Address
of principal executive offices and Zip Code)
(972)
943-6050
(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:
☐
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))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
Trading
Symbol(s)
|
Name
of each exchange on which registered
|
N/A
|
|
|
Indicate
by check mark whether the registrant is an emerging growth company as defined 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 check mark 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. ☐
TABLE
OF CONTENTS
|
|
Page
|
Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
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3
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|
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Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
April 11, 2019, the Board of Directors of CareView Communications, Inc. (the “Company”) approved an amendment (the
“Bylaw Amendment”) to the Bylaws of the Company (the “Bylaws”) to amend and restate in its entirety Article II,
Section 8 of the Bylaws, effective April 11, 2019, to read as follows:
“
Section
8 – Action Without A Meeting: (Section 78.320)
Unless
otherwise provided for in the Articles of Incorporation of the Corporation, any action may be taken without a meeting, without
prior notice and without a vote if written consents are signed by the shareholders of outstanding shares having not less than
the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to
vote on the action were present and voted.”
Prior
to the Bylaw Amendment, Article II, Section 8 of the Bylaws read as follows:
“
Section
8 – Action Without a Meeting: (Section 78.320)
Unless
otherwise provided for in the Articles of Incorporation of the Corporation, any action to be taken at any annual or special shareholders’
meeting may be taken without a meeting, without prior notice and without a vote if written consents are signed by a majority of
the shareholders of the Corporation, except however if a different proportion of voting power is required by law, the Articles
of Incorporation or these Bylaws, then that proportion of written consents is required. Such written consents must be filed with
the minutes of the proceedings of the shareholders of the Corporation.”
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:
May 20, 2019
|
CAREVIEW
COMMUNICATIONS, INC.
|
|
|
|
By:
/s/
Steven G. Johnson
|
|
Steven G. Johnson
Chief Executive Officer
|
Careview Communications (QB) (USOTC:CRVW)
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