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
October 8, 2014
Date of Report (Date of
earliest event reported)
DESTINY MEDIA TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
| NEVADA | 000-28259 | 84-1516745 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) |
| incorporation) |
| 750 – 650 West Georgia Street | |
| Vancouver, British Columbia, Canada | V6B 4N7 |
| (Address of principal executive offices) | (Zip Code) |
(604) 609-7736
Registrant's telephone
number, including area code
N/A
(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:
____ 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))
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
| ITEM 5.07 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
Effective October 8, 2014, Destiny Media Technologies Inc. (the “Company”) changed its jurisdiction of incorporation from Colorado to Nevada through a process known as a conversion under Colorado and Nevada corporate law (the "Conversion"). In order to effect the Conversion, the Company filed a Statement of Conversion with the Secretary of State of Colorado and Articles of Conversion with the Secretary of State of Nevada. The change of corporate jurisdiction did not result in any material change to the Company’s business and does not have any effect on the relative equity or voting interests of the Company’s stockholders.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) |
Exhibits |
| Exhibit Number | Description of Exhibit | |
| 3.1 | Articles of Conversion. | |
| 3.2 | Articles of Incorporation. | |
| 99.1 | News Release dated October 8, 2014. |
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.
| DESTINY MEDIA TECHNOLOGIES INC. | ||
| Date: October 8, 2014 | ||
| By: | /s/ STEVE VESTERGAARD | |
| STEVE VESTERGAARD | ||
| Chief Executive Officer and President | ||
2
Destiny Media Changes Corporate Jurisdiction to Nevada
VANCOUVER, October 8, 2014 /CNW/ - Destiny Media Technologies Inc. (TSXV: DSY) (OTCQX: DSNY) announces that on October 8, 2014, Destiny changed its corporate jurisdiction from Colorado to Nevada. Destiny’s shareholders approved the change of corporate jurisdiction at the special meeting of the shareholders held on September 25, 2014. The change of corporate jurisdiction did not result in any material change to Destiny’s business and does not have any effect on the relative equity or voting interests of Destiny’s shareholders.
On Behalf of the Board of Directors
Steve Vestergaard
CEO
Destiny Media Technologies, Inc. provides services that enable content owners to securely display and distribute their audio and video content digitally through the internet. The Company's two major services are Clipstream and Play MPE®. Clipstream (www.clipstream.com) is a video format that plays on any modern smart phone, tablet, internet, TV, or computer. With Clipstream, there is no player to configure or install, videos never go obsolete, and there are up to 90% cost savings by reducing the use of transcoding, infrastructure and bandwidth. Play MPE (www.plaympe.com) provides a standardized method to securely and cost effectively distribute pre-release music to radio stations and other music industry professionals, before it is ready for sale. More information can be found at www.dsny.com .
| For further information: |
| Contacts: |
| Steve Vestergaard |
| CEO Destiny Media Technologies, Inc. |
| 604 609 7736 x222 |
| Investor Relations: |
| Dave Mossberg |
| Three Part Advisors |
| 817-310-0051 |
| CO: Destiny Media Technologies, Inc. |
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as "expects," “intends”, "estimates," "projects," "anticipates," "believes," "could," and other similar words. All statements addressing product performance, events, or developments that Destiny Media Technologies, Inc. expects or anticipates will occur in the future are forward-looking statements. Because the statements are forward-looking, they should be evaluated in light of important risk factors and uncertainties. Should one or more of these risks or uncertainties materialize, or should any of Destiny Media Technologies, Inc.’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. Except as required by law, Destiny Media Technologies, Inc. disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.
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