UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 12, 2010
GRANDSOUTH BANCORPORATION
Incorporated under the Commission File No. 000-31937 I.R.S. Employer
laws of South Carolina Identification No.
57-1104394
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381 Halton Road
Greenville, South Carolina 29607
Telephone: 864-770-1000
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))
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 12, 2010, the Registrant filed with the South Carolina Secretary of State Articles of Amendment for the purpose of amending its Articles of Incorporation to reclassify outstanding shares of its common stock held of record by holders of less than 2,001 shares as Series A Preferred Stock.
The Articles of Amendment for the reclassification are attached hereto as Exhibit 3, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description of Exhibit
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3 Articles of Amendment for reclassification
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SIGNATURE
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.
GRANDSOUTH BANCORPORATION
(Registrant)
Date: February 12, 2010 By: /s/ Ronald K. Earnest
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Ronald K. Earnest
President
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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3 Articles of Amendment for reclassification
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Exhibit 3
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
TYPE OR PRINT CLEARLY IN BLACK INK
Pursuant Section 33-10-106 of the 1976 South Carolina Code of Laws, as amended, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:
1. The name of the corporation is GrandSouth Bancorporation
2. Date of Incorporation: June 7, 2000
3. Agent's Name and Address: Ronald K. Earnest 381 Halton Road Greenville, SC 29607
4. On January 20, 2010, the corporation adopted the following Amendment(s) of its Articles of Incorporation: (Type or attach the complete text of each Amendment)
See Annex A attached hereto.
5. The manner, if not set forth in the Amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable, insert "not applicable" or "NA").
6. Complete either "a" or "b," whichever is applicable.
a. [x] Amendment(s) adopted by shareholder action.
At the date of adoption of the Amendment(s), the number of outstanding shares of each voting group entitled to vote separately on the Amendment(s), and vote of such shares was:
Number of Number of Number of Votes Number of Undisputed
Voting Outstanding Votes Entitled Represented at Shares
Group Shares to be Cast the Meeting For or Against
----- ------ ---------- ----------- -------------------
Common 3,573,695 3,573,695 2,484,211 2,459,828 22,522
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GrandSouth Bancorporation
NAME OF CORPORATION
Note: Pursuant to Section 33-10-106(6)(i), of the 1976 South Carolina Code of Laws, as amended, the corporation can alternatively state the total number of disputed shares cast for the amendment by each voting group together with a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.
b. [ ] The Amendment(s) was duly adopted by the incorporators or board of directors without shareholder approval pursuant to Sections 33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code of Laws, as amended, and shareholder action was not required.
7. Unless a delayed dated is specified, the effective date of these Articles of Amendment shall be the date of acceptance for filing by the Secretary of State (See Section 33-1-230(b) of the 1976 South Carolina Code of Laws, as amended) 5:00 PM, February 12, 2010
Date February 12, 2010
GrandSouth Bancorporation
Name of Corporation
S/Ronald K. Earnest ------------------------------------------- Signature |
DOM-ARTICLES OF AMENDMENT FORM REVISED BY SOUTH CAROLINA
SECRETARY OF STATE, JANUARY 2000
ANNEX A
TEXT OF
AMENDMENT TO
ARTICLES OF INCORPORATION
of
GrandSouth Bancorporation
The Articles of Incorporation of GrandSouth Bancorporation are hereby amended to add the following Article 7:
7. Reclassification of Shares.
(a) Series A Preferred Stock. At the effective time of the filing of the Articles of Amendment containing this amendment with the Secretary of State of South Carolina, each share of Common Stock outstanding at the effective time owned by a shareholder of record who owns less than 2,001 shares of Common Stock shall, by virtue of the filing of the Articles of Amendment and without any action on the part of the holders thereof, be reclassified as Series A Preferred Stock, on the basis of one share of Series A Preferred Stock per each share of Common Stock so reclassified, which shares of Series A Preferred Stock shall thereupon be duly issued and outstanding, fully paid and non-assessable.
(b) Common Stock. Each share of Common Stock outstanding at such effective time owned by a shareholder of record who own 2,001 or more shares of such Common Stock shall not be reclassified and shall continue in existence as an outstanding share of Common Stock.