UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): August 26, 2015
Hemis Corporation
(Exact
name of registrant as specified in its charter)
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Nevada |
333-135946 |
20-2749916 |
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
of Incorporation) |
|
Identification No.) |
Bettlistrasse
35
8600 Dübendorf, Switzerland
(Address
of Principal Executive Officers)
Registrant's
telephone number, including area code: 702 387-2382
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 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(c) Hemis Corporation (hereinafter known
as the “Company”) on August 26, 2015, at a Special Meeting properly notified and authorized by the board of directors
of the Corporation (the “Board”), and the Directors consents in writing as of this 26th day of August 2015. The following
actions and this written consent are to be filed by the Corporation’s Chairman with the minutes of proceedings of the Board.
By majority vote, the Directors hereby ratify the appointment of Ross Cooper to the position of Chief Executive Officer and Chairman.
Ross Cooper ( CEO) has 30 years of experience as a software
developer, successful entrepreneur and founder of Channel Islands. He is an accomplished inventor with numerous patents to his
name. Founding Verimatrix in 2000, he built a dynamic and focused management team that moved Verimatrix quickly into a market-leading
position. It overtook the category leader in 2004 – just four years after launch. Today, Verimatrix is the recognized leader
in content security and watermarking for IPTV deployments worldwide, and counts more than 500 multichannel service providers as
its customers. In 2003, Mr. Cooper proposed a watermarking plan to the Motion Picture Association and all major Hollywood studios.
Mr. Cooper’s plan was approved by the Hollywood community at large, and watermarking processes were initiated later that
year. Today, DVDs sent for Academy Award or Golden Globe consideration are typically watermarked thanks to Mr. Cooper’s efforts
in this area. Mr. Cooper is the Executive Producer for several movies, television and music projects. Mr. Cooper is a trusted advisor
and valued partner to several major Hollywood studios, in particular 20th Century Fox and Warner Bros. and has been responsible
for the creation and operation of many new technology companies in the areas of Education, Psychometrics and Health Sciences.
Item 8.01 Other Events
The Company’s Administrative offices and phone
number will be the following:
Address:
433 N. Camden Drive
Suite 600
Beverly Hills, CA 90210
Tel: 310.881.5500
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
No. Exhibit
Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this current report on Form 8-K to be signed on its behalf
by the undersigned Chairman hereunto duly authorized.
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Date: August 26, 2015 |
Hemis Corporation |
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/s/ Ross Cooper |
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ROSS COOPER
Chairman |
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Exhibit 10.1
Hemis Corporation
Unanimous Written Consent
Of Board of Directors
In Lieu of Special Meeting
The undersigned, being
the CEO sole Board member of Hemis Corporation, a Nevada Corporation (the “Corporation”), hereby waives the
calling or holding of a meeting of the board of directors of the Corporation (the “Board”), consents in writing
as of this 26th day of August 2015 to the following actions and directs that this unanimous written consent be filed by the
Corporation’s Secretary with the minutes of proceedings of the Board.
WHEREAS, the Corporation desires
to appoint Ross Cooper as CEO, CFO, Secretary, Treasurer, and Director and Chairman of the Board.
Now therefore,
WHEREAS IT IS HEREBY RESOLVED,
the Corporation shall accept the appointment of Ross Cooper, effective as of this August 26, 2015.
FURTHER RESOLVED, the director
of the Corporation be and hereby is authorized, empowered and directed to take any and all actions and to execute, deliver and
file any and all agreements, instruments and documents as the director so acting shall determine to be necessary or appropriate
to consummate the transactions contemplated by the foregoing resolution. The taking of such action to be conclusive evidence that
the same was deemed to be necessary or appropriate and was authorized hereby.
IN WITNESS WHEREOF, the undersigned being the CEO,
sole Board member of Hemis Corporation, has executed this Consent as of the day and year first written above.
___/s/ Gina Marshall
Gina Marshall, CEO and Board member
Hemis Corporation
Acceptance
The undersigned, Ross Cooper, hereby accepts the position of
CEO, CFO, Secretary, Treasurer, Director and Chairman of the Board of Hemis Corporation, effective immediately.
_/s/ Ross Cooper__________
Ross Cooper August 26, 2015
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