Current Report Filing (8-k)
February 20 2015 - 12:25PM
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): January
26, 2015
VISCOUNT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
000-49746
(Commission File Number)
Nevada |
88-0498181 |
(State or other jurisdiction |
(IRS Employer |
of incorporation or organization) |
Identification No.) |
4585 Tillicum Street, Burnaby, British Columbia, Canada
V5J 5K9
(Address of principal executive offices) (Zip Code)
(604) 327-9446
Issuers telephone
number
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 3.03 Material Modification to Rights of Security
Holders.
On January 26, 2015, Viscount Systems, Inc. filed an amendment
to the Certificate of Designation, Preferences and Rights of the Series A
Convertible Redeemable Preferred Stock (the Amended Certificate of
Designation) amending certain provisions of the preferred stock designated
as Series A Convertible Redeemable Preferred Stock. Pursuant to the Amended
Certificate of Designation, provisions regarding anti-dilution were amended. The
Amended Certificate of Designation was approved by the requisite holders of A
Shares.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On January 26, 2015, the Company filed the Amended Certificate
of Designation with the Nevada Secretary of State. The Amended Certificate of
Designation is attached hereto as Exhibit 4.1 and incorporated herein by
reference. The Amended Certificate of Designation became effective upon filing
with the Nevada Secretary of State.
Item 9.01 Financial Statements and Exhibits.
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.
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Viscount Systems, Inc. |
Date |
February 19, 2015 |
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(Registrant)
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/s/
Dennis Raefield |
Dennis Raefield, President
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CERTIFICATE OF THIRD AMENDMENT |
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TO THE CERTIFICATE OF DESIGNATION,
PREFERENCES AND RIGHTS OF THE SERIES |
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A CONVERTIBLE REDEEMABLE PREFERRED STOCK
OF |
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VISCOUNT SYSTEMS, INC. |
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Pursuant to NRS 78.1955 After Issuance of
Class or Series |
I, Dennis Raefield, President
and Chief Executive Officer of Viscount Systems Inc., a corporation organized
and existing under the laws of the State of Nevada (the
Company), hereby certify the following:
FIRST: The
Certificate of Designation, Preferences and Rights of the Series A Convertible
Redeemable Preferred Stock (the A Shares) was filed with the
Secretary of State of the State of Nevada (the Secretary) on
June 5, 2012 and Certificates of Amendment to the Certificate of Designation,
Preferences and Rights of the A Shares were filed by the Company with the
Secretary on October 17, 2012 and on March 21, 2014 (collectively, the
Certificate).
SECOND: The
board of directors of the Company on January 9, 2015 duly adopted the following
resolutions further amending the Certificate:
RESOLVED, that the Certificate
be further amended as follows:
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1. |
Subsection5(g)(i) of the Certificate be deleted in its
entirety and replaced with the following: |
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(i) |
Other Events. Notwithstanding anything to the
contrary provided in this Certificate or elsewhere, if the Company, for a
period expiring on the end of the day February 24, 2019, Eastern Standard
Time (the first to occur of (ii) and (iii) immediately following hereof
shall be referred to as an Event): |
THIRD: The
approval of the holders representing 100% of the issued and outstanding A Shares
has been obtained in accordance with NRS 78.1955.
IN WITNESS WHEREOF, the undersigned has
executed and subscribed this Certificate and does affirm the foregoing as true
this 21st day of January, 2015.
VISCOUNT SYSTEMS, INC. |
|
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By: /s/ Dennis
Raefield |
Name: Dennis Raefield |
Title: President and Chief Executive Officer
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