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): March 11, 2013

 

LiveDeal, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada

001-33937

85-0206668

(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

 

 

6240 McLeod Drive, Suite 120
Las Vegas, NV 89120

(Address of Principal Executive Offices and Zip Code)

 

 

Registrant’s telephone number, including area code: (702) 939-0230

 

_______________________________________

(Former Name or Former Address, if Changed Since Last Report)

 

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 2, 2009, LiveDeal, Inc. (the “Company”) filed three Certificates of Correction with the Secretary of State of the State of Nevada, in each case solely to correct a typographical error found in the (i) Amended and Restated Articles of Incorporation, originally filed on April 13, 2004, (ii) the Restated Articles of Incorporation, originally filed on December 12, 2006, and (iii) the Amended and Restated Articles of Incorporation, originally filed on August 10, 2007 (together, the “ Prior Filings ”). Each of the Prior Filings incorrectly stated that the required payment price per converted share of Series E Convertible Preferred Stock is $0.045. The correct per share conversion price, which was set forth accurately in the original Certificate of Designation filed with respect to the Series E Convertible Preferred Stock on June 28, 2002, is $0.45 per converted share.

 

The Company inadvertently failed to file the three Certificates of Correction, which are now being filed as Exhibit 3.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No. Description
3.1 Certificates of Correction filed with the Secretary of State of the State of Nevada, dated April 2, 2009

 

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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.

Dated:  March 11, 2013 LiveDeal, Inc.
  By: /s/ Jon Isaac
    Name: Jon Isaac
    Title:  Chief Executive Officer and President

 

 

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Exhibit Index

 

 

Exhibit No. Description
3.1 Certificates of Correction filed with the Secretary of State of the State of Nevada, dated April 2, 2009

 

4

 

Exhibit 3.1

 

 

 

Certificate of Correction

 

1. The name of the entity for which correction is being made:

 

LIVEDEAL, INC.

 

2. Description of the original document for which correction is being made:

 

AMENDED AND RESTATED ARTICLES OF INCORPORATION

 

3. Filing date of the original document for which correction is being made: APRIL 13, 2004

 

4. Description of the inaccuracy or defect:

 

Section 3.4(a)(i) incorrectly states that there will be a “payment by the holder of $.045 per converted share.” and Section 3.4(a)(ii)(1) incorrectly states “payment by certified or bank check for $.045 per converted share;...” In both instances the correct number as listed in the Certificate of Designation filed with the Secretary of State on June 28, 2002 is $.45 per converted share.

 

5. Correction of the inaccuracy or defect.

 

See Exhibit A attached hereto for the correction of the inaccuracy or defect.

The payment price for each converted share is corrected from $.045 to $.45 wherever the error occurs in the affected document.

 

6. Signature:

 

/s/ Rajeev Seshadri CFO 03-31-2009
Authorized Signature Title* Date

 

 

1
 

 

EXHIBIT A TO

CERTIFICATE OF CORRECTION OF

LIVEDEAL, INC.

AMENDED AND RESTATED ARTICLES OF INCORPORATION

FILED BY THE NEVADA SECRETARY OF STATE ON APRIL 13, 2004

 

 

5. Correction of the inaccuracy or defect.

 

Section 3.4(a)(i) is amended in its entirety to read as follows:

 

“(i) Conversion. The record Holder of the Series E Convertible Preferred Stock shall be entitled, after two years from the initial issuance of the Series E Convertible Preferred Stock and from time to time thereafter, at the office of the Corporation or any transfer agent for the Series E Convertible Preferred Stock, to convert all or portions of the Series E Convertible Preferred Stock held by such Holder, on a one for one basis into shares of the Common Stock, together with payment by the holder of $.45 per converted share.”

 

The first sentence of Section 3.4(a)(ii)(1) is amended in its entirety to read as follows:

 

(1) In order to convert Series E Convertible Preferred Stock into full shares of Common Stock, the holder shall (i) transmit a facsimile copy of the fully executed notice of conversion in the form provided by the Corporation (“Notice of Conversion”) to the Corporation, which notice shall specify the number of shares of Series E Convertible Preferred Stock to be converted, prior to midnight, New York City time (the “Conversion Notice Deadline”), on the date of conversion specified on the Notice of Conversion, and (ii) promptly surrender the original certificate or certificates therefor, duly endorsed, and deliver the original Notice of Conversion by either overnight courier or 2-day courier to the office of the Corporation or of any transfer agent for the Series E Convertible Preferred Stock, together with payment by certified or bank check for $.45 per converted share; provided, however, that the Corporation shall not be obligated to issue certificates evidencing such Series E Convertible Preferred Stock unless either the certificates evidencing such Series E Convertible Preferred Stock are delivered to the Corporation or its transfer agent as provided for above or the Holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed.”

 

2
 

 

 

 

Certificate of Correction

 

1. The name of the entity for which correction is being made:

 

LIVEDEAL, INC.

 

2. Description of the original document for which correction is being made:

 

RESTATED ARTICLES OF INCORPORATION

 

3. Filing date of the original document for which correction is being made: DECEMBER 12, 2006

 

4. Description of the inaccuracy or defect:

 

Section 3.4(a)(i) incorrectly states that there will be a “payment by the holder of $.045 per converted share.” and Section 3.4(a)(ii)(1) incorrectly states “payment by certified or bank check for $.045 per converted share;...” In both instances the correct number as listed in the Certificate of Designation filed with the Secretary of State on June 28, 2002 is $.45 per converted share.

 

5. Correction of the inaccuracy or defect.

 

See Exhibit A attached hereto for the correction of the inaccuracy or defect.

The payment price for each converted share is corrected from $.045 to $.45 wherever the error occurs in the affected document.

 

6. Signature:

 

/s/ Rajeev Seshadri CFO 03-31-2009
Authorized Signature Title* Date

 

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EXHIBIT A TO

CERTIFICATE OF CORRECTION OF

LIVEDEAL, INC.

RESTATED ARTICLES OF INCORPORATION

FILED BY THE NEVADA SECRETARY OF STATE ON DECEMBER 12, 2006

 

 

5. Correction of the inaccuracy or defect.

 

Section 3.4(a)(i) is amended in its entirety to read as follows:

 

“(i) Conversion. The record Holder of the Series E Convertible Preferred Stock shall be entitled, after two years from the initial issuance of the Series E Convertible Preferred Stock and from time to time thereafter, at the office of the Corporation or any transfer agent for the Series E Convertible Preferred Stock, to convert all or portions of the Series E Convertible Preferred Stock held by such Holder, on a one for one basis into shares of the Common Stock, together with payment by the holder of $.45 per converted share.”

 

The first sentence of Section 3.4(a)(ii)(1) is amended in its entirety to read as follows:

 

(1) In order to convert Series E Convertible Preferred Stock into full shares of Common Stock, the holder shall (i) transmit a facsimile copy of the fully executed notice of conversion in the form provided by the Corporation (“Notice of Conversion”) to the Corporation, which notice shall specify the number of shares of Series E Convertible Preferred Stock to be converted, prior to midnight, New York City time (the “Conversion Notice Deadline”), on the date of conversion specified on the Notice of Conversion, and (ii) promptly surrender the original certificate or certificates therefor, duly endorsed, and deliver the original Notice of Conversion by either overnight courier or 2-day courier to the office of the Corporation or of any transfer agent for the Series E Convertible Preferred Stock, together with payment by certified or bank check for $.45 per converted share; provided, however, that the Corporation shall not be obligated to issue certificates evidencing such Series E Convertible Preferred Stock unless either the certificates evidencing such Series E Convertible Preferred Stock are delivered to the Corporation or its transfer agent as provided for above or the Holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed.”

 

4
 

 

 

 

 

Certificate of Correction

 

1. The name of the entity for which correction is being made:

 

LIVEDEAL, INC.

 

2. Description of the original document for which correction is being made:

 

AMENDED AND RESTATED ARTICLES OF INCORPORATION

 

3. Filing date of the original document for which correction is being made: AUGUST 10, 2007

 

4. Description of the inaccuracy or defect:

 

Section 3.4(a)(i) incorrectly states that there will be a “payment by the holder of $.045 per converted share.” and Section 3.4(a)(ii)(1) incorrectly states “payment by certified or bank check for $.045 per converted share;...” In both instances the correct number as listed in the Certificate of Designation filed with the Secretary of State on June 28, 2002 is $.45 per converted share.

 

5. Correction of the inaccuracy or defect.

 

See Exhibit A attached hereto for the correction of the inaccuracy or defect.

The payment price for each converted share is corrected from $.045 to $.45 wherever the error occurs in the affected document.

 

6. Signature:

 

/s/ Rajeev Seshadri CFO 03-31-2009
Authorized Signature Title* Date

 

5
 

EXHIBIT A TO

CERTIFICATE OF CORRECTION OF

LIVEDEAL, INC.

AMENDED AND RESTATED ARTICLES OF INCORPORATION

FILED BY THE NEVADA SECRETARY OF STATE ON AUGUST 10, 2007

 

 

5. Correction of the inaccuracy or defect.

 

Section 3.4(a)(i) is amended in its entirety to read as follows:

 

“(i) Conversion. The record Holder of the Series E Convertible Preferred Stock shall be entitled, after two years from the initial issuance of the Series E Convertible Preferred Stock and from time to time thereafter, at the office of the Corporation or any transfer agent for the Series E Convertible Preferred Stock, to convert all or portions of the Series E Convertible Preferred Stock held by such Holder, on a one for one basis into shares of the Common Stock, together with payment by the holder of $.45 per converted share.”

 

The first sentence of Section 3.4(a)(ii)(1) is amended in its entirety to read as follows:

 

(1) In order to convert Series E Convertible Preferred Stock into full shares of Common Stock, the holder shall (i) transmit a facsimile copy of the fully executed notice of conversion in the form provided by the Corporation (“Notice of Conversion”) to the Corporation, which notice shall specify the number of shares of Series E Convertible Preferred Stock to be converted, prior to midnight, New York City time (the “Conversion Notice Deadline”), on the date of conversion specified on the Notice of Conversion, and (ii) promptly surrender the original certificate or certificates therefor, duly endorsed, and deliver the original Notice of Conversion by either overnight courier or 2-day courier to the office of the Corporation or of any transfer agent for the Series E Convertible Preferred Stock, together with payment by certified or bank check for $.45 per converted share; provided, however, that the Corporation shall not be obligated to issue certificates evidencing such Series E Convertible Preferred Stock unless either the certificates evidencing such Series E Convertible Preferred Stock are delivered to the Corporation or its transfer agent as provided for above or the Holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed.”

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