Exhibit 3.1.4
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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): October 7, 2015
Live Ventures Incorporated
(Exact name of registrant as specified in its charter)
| Nevada | 001-33937 | 85-0206668 | ||
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
325 E. Warm Springs Road, Suite 102
Las Vegas, Nevada 89119
(Address of principal executive office, including zip code)
(702) 939-0231
(Registrant’s telephone number, including area code)
LiveDeal, Inc.
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c) |
Section 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective October 7, 2015, the registrant (“we,” “our,” or the “Company”) changed our corporate name from LiveDeal, Inc. to Live Ventures Incorporated. The name change was effected through a parent/subsidiary short-form merger of Live Ventures Incorporated, our wholly-owned Nevada subsidiary formed solely for the purpose of the name change, with and into us. We were the surviving entity. To effectuate the merger, we filed Articles of Merger with the Secretary of State of the State of Nevada and the merger became effective on October 7, 2015. Our board of directors approved the merger, which resulted in the name change on that date. In accordance with Section 92A.180 of the Nevada Revised Statutes, stockholder approval of the merger was not required.
On the effective date of the merger, our name was changed to “Live Ventures Incorporated” and our Amended and Restated Articles of Incorporation (the “Articles”) were amended to reflect our new legal name. With the exception of the name change, there were no other changes to our Articles. A copy of the Articles of Merger we filed with the Secretary of State of the State of Nevada is being filed herewith as Exhibit 3.1.4.
The merger and resulting name change do not affect the rights of our security holders. Our securities will continue to trade on The NASDAQ Capital Market under the trading symbol “LIVE.” Effective as of October 9, 2015, our new CUSIP number is 538142 100. Following the name change, the stock certificates, which reflect our prior corporate name, will continue to be valid. Certificates reflecting the new corporate name will be issued in due course as old stock certificates are tendered for exchange or transfer to our transfer agent.
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure
On October 8, 2015, we issued a press release announcing the name change. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Section 9 – Financial Statements and Exhibits
Item 9.01 Exhibits
See Exhibit Index.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LIVE VENTURES INCORPORATED | ||||
| Dated: October 8, 2015 | By: |
/s/ Jon Isaac |
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| Jon Isaac, Chief Executive Officer and President | ||||
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Exhibit Index
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Exhibit No. |
Description |
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| 3.1.4 | Articles of Merger, as filed with the Secretary of State of the State of Nevada (effective on October 7, 2015) | |
| 99.1 | Press Release dated October 8, 2015 |
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Exhibit 3.1.4
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Exhibit 99.1
LiveDeal Announces Completion of Corporate Name Change to
Live Ventures Incorporated
LAS VEGAS, NEVADA October 8, 2015 – LiveDeal, Inc., a diversified holding company (NASDAQ:LIVE)(the “Company,” “we,” or “us”), today announces that it has completed a corporate name change from LiveDeal, Inc. to Live Ventures Incorporated.
The name change does not affect the rights of our stockholders. Our securities will continue to trade on The NASDAQ Capital Market under the current trading symbol “LIVE.” Effective as of October 9, 2015, our new CUSIP number will be 538142 100. Our current stockholders will not need to exchange their current stock certificates, as the stock certificates reflecting our prior corporate name will continue to be valid.
About Live Ventures Incorporated
Live Ventures Incorporated is a diversified holding company with several wholly owned subsidiaries. Live Ventures Incorporated provides, among other businesses, marketing solutions that boost customer awareness and merchant visibility on the Internet. We operate a deal engine, which is a service that connects merchants and consumers via an innovative platform that uses geo-location, enabling businesses to communicate real-time and instant offers to nearby consumers. In addition, we maintain, through our subsidiary, ModernEveryday, an online consumer products retailer and, through our subsidiary, Marquis Industries, a specialty, high-performance carpet yarn manufacturer, hard-surfaces re-seller, and top 10 high-end residential carpet manufacturer in the United States.
Forward-Looking and Cautionary Statements
This press release may contain “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. In accordance with the safe harbor provisions of this Act, statements contained herein that look forward in time that include everything other than historical information, involve risks and uncertainties that may affect the Company’s actual results. There can be no assurance that such statements will prove to be accurate and there are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by the Company, including, but not limited to, plans and objectives of management for future operations or products, the market acceptance or future success of our products, and our future financial performance. The Company cautions that these forward-looking statements are further qualified by other factors including, but not limited to, those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014, most recent Quarterly Report on Form 10-Q, and other filings with the U S. Securities and Exchange Commission (available at http://www.sec.gov ). The Company undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events, or otherwise.
Contact:
Live Ventures Incorporated
Tim Matula, investor relations
425-836-9035
press@livedeal.com
http://livedeal.com/pressroom