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): [August 31, 2012]
CLEARTRONIC, INC.
(Exact name of registrant as specified in its charter)
|
|
65-0958798
|
|
Boca Raton, Florida (principal executive offices) |
|
Registrant's telephone number, including area code: 561-939-3300
(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-4c))
-1-
===============================================================================================================================
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 31, 2012, Cleartronic, Inc. (the “Corporation”) filed an Articles of Amendment to the Articles of Incorporation with the Secretary of State of the State of Florida (the “Certificate of Designation”) setting forth the rights and preferences of the Series B Preferred Stock. Among other things, the Certificate of Designation (i) authorizes ten (10) shares of the Corporation’s preferred stock to be designated as “Series B Preferred Stock”; (ii) grants no conversion rights to the holders of the Series B Preferred Stock; (iii) provides that the holders of Series B Preferred Stock shall vote with the holders of the Corporation’s common stock and any class or series of capital stock of the Corporation hereafter created; and (iv) provides that if at least on share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B Preferred stock at any given time, regardless of their number, shall have voting rights equal to two (2) times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of any Preferred Stocks which are issued and outstanding at the time of voting. A copy of the Certificate of Designation is listed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description |
|
|
3.1 |
Articles of Amendment to the Articles of Incorporation of Cleartronic, Inc. |
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.
|
CLEARTRONIC, INC. (Registrant) |
||
|
Date: September 7, 2012 |
/s/ Larry M. Reid |
|
|
By: Larry Reid, Its: Chief Executive Officer and Chief Financial Officer |
||
-2-
Exhibit 3.1
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
CLEARTRONIC, INC.
Pursuant to Sections 607.1002 and 607.0602 of the Florida Business Corporation Act of the State of Florida, the undersigned President and Chief Executive Officer of Cleartronic, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the laws of the State of Florida and bearing Document Number P99000101137, does hereby certify:
FIRST: Whereas, by virtue of the authority contained in the Articles of Incorporation of the Corporation, the Corporation has authority to issue 200,000,000 shares of preferred stock, par value $.001 per share, the designation and amount thereof and series, together with the powers, preferences, rights, qualifications, limitations or restrictions thereof, to be determined by the Board of Directors pursuant to the applicable laws of the State of Florida.
SECOND: The Board of Directors has hereby established a Series B Preferred Stock, par value $.001 per share, authorized to be issued by the Corporation as above stated, with the designations and amounts thereof, together with the voting powers, preferences, and relative, participating, optional, and other special rights of the shares of each such series, and the qualifications, limitations, or restrictions thereof, to be as follows.
THIRD: ARTICLE SECOND of the Corporation’s Articles of Incorporation shall be amended in its entirety to include the designation of Series B Preferred Stock as follows:
“The aggregate number of shares which the Corporation shall have authority to issue is 1,450,000,000 shares of capital, 1,250,000,000 shares of which shall be common stock, par value $.001 per share (“ Common Stock ”), and 200,000,000 shares of which shall be preferred stock, par value $.001 per share (“ Preferred Stock ”). Before the issuance of any Preferred Stock, the Board of Directors shall determine, in whole or in part, the preferences, limitations, and relative rights of the Preferred Stock or one or more series within the Preferred Stock.
SERIES B PREFERRED STOCK
The Board of Directors of the Corporation desires, pursuant to its authority as aforesaid, to determine and fix the rights, preferences, privileges and restrictions relating to a class of said Preferred Stock to be designated as follows:
1.
Designation: Number of Shares . The designation of said series of Preferred Stock shall be Series B Preferred Stock, par value $.001 per share (the “Series B Preferred”). The number of designated shares of Series B Preferred stock shall be 10.
2.
Conversion Rights. There are no conversion rights associated with the Series B Preferred Stock.
3.
Ranking. The Series B Preferred Stock shall rank on parity with the Corporation’s Common stock and any class or series of capital stock of the Corporation hereafter created.
1
4.
Voting Rights. Series B preferred Stock shall have the right to vote in any matter present before the common stock shareholders, and shall be notified of any such under the laws of Florida or the bylaws of the Company as such. If at least on share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B Preferred stock at any given time, regardless of their number, shall have voting rights equal to two (2) times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of any Preferred Stocks which are issued and outstanding at the time of voting. Each individual share of Series B Preferred Stock will therefore have its proportional vote of the Series B Preferred Stock as described under this subsection.
FOURTH: The foregoing amendment was duly adopted by the Corporation’s Board of Directors on August 31, 2012 pursuant to a unanimous written consent of the Board of Directors in accordance with Section 607.0821 of the Florida Business Corporation Act.
IN WITNESS WHEREOF, the undersigned, being the President and Chief Executive Officer of the Corporation, has executed these Articles of Amendment as of August 31, 2012.
CLEARTRONIC, INC.
/s/ Larry Ried
_______________________________
By: Larry Reid
Its: President and Chief Executive Officer
2