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):   May 19, 2008

 

Chase Packaging Corporation

(Exact name of registrant as specified in its charter)

 

Texas

 

0-21609

 

93-1216127

(State of incorporation)

 

(Commission File No.)

 

(IRS Employer Identification No.)

 

 

 

 

 

 

636 River Road

 

 

Fair Haven, NJ

 

07704

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:   (732) 741-1500

 

 

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):

 

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 (17 CFR 240.14a-12)

 

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 3.03                                              Material Modification to Rights of Security Holders

 

For a description of the material modification to the rights of security holders, please refer to Item 5.03.

 

Item 5.03                                              Changes in Control of Registrant

 

On May 19, 2008, Chase Packaging Corporation (the “Company”) filed with the Secretary of State of Texas a Statement of Resolution Regarding Series of Preferred Stock (the “Modified Statement”) increasing the number of its authorized shares of the Series A 10% Convertible Preferred Stock from 13,818 shares to 50,000 shares.  A copy of the Modified Statement is being filed as Exhibit 4.1 to this Current Report on Form 8-K, and the foregoing description of the Modified Statement is qualified in its entirety by reference to Exhibit 4.1

 

Item 9.01.                                           Financial Statements and Exhibits

 

(d)                                  Exhibits

 

4.1          Statement of Resolution Regarding Series of Preferred Stock

 

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.

 

 

 

CHASE PACKAGING CORPORATION

 

 

 

 

 

 

Date: May 21, 2008

By:

 /s/

Allen T. McInnes

 

 

 

Allen T. McInnes,

 

 

 

President and CEO

 

2

Exhibit 4.1

 

Statement of Resolution Regarding

Series of Preferred Stock

 of

 Chase Packaging Corporation

 

Pursuant to the provisions of Article 2.13 of the Texas Business Corporation Act, and the Articles of Incorporation, as amended, of the undersigned Corporation, the Corporation submits the following with respect to its Statement of Resolution Establishing its Series A 10% Convertible Preferred Stock for the purpose of increasing the number of authorized shares of the Series A 10% Convertible Preferred Stock:

 

1.                                       The name of the Corporation is “ Chase Packaging Corporation ” – Filing Number 140688100 ; and

 

2.                                       A resolution adopting the Statement of Resolution Regarding its Series A 10% Convertible Preferred Stock is attached as Exhibit “A” hereto and incorporated herein by reference. Such resolution was duly adopted by all necessary action on the part of the Corporation by an unanimous written consent of the Board of Directors of the Corporation dated May 8, 2008.

 

Dated May 15, 2008.

 

 

 

Chase Packaging Corporation

 

 

 

 

 

By:

/s/ Allen T. McInnes

 

 

Allen T. McInnes

 

 

Chairman and President

 


 

EXHIBIT “A”

 

SERIES A 10% CONVERTIBLE PREFERRED STOCK

OF

CHASE PACKAGING CORPORATION

 

RESOLVED , that pursuant to the provisions of Article 2.13 of the Texas Business Corporation Act and the Articles of Incorporation, as amended, of Chase Packaging Corporation (the “Corporation”), the Corporation has adopted the following resolution by all necessary action on the part of the Corporation, by an unanimous written consent of the Board of Directors dated May 14, 2008, for the purpose of increasing the number of authorized shares of its Series A 10% Convertible Preferred Stock as provided therein:

 

RESOLVED, that pursuant to the authority vested in the Board of Directors of the Corporation by Article 4.2 of the Corporation’s Articles of Incorporation, as amended, the Corporation hereby approves a modification with respect to its Statement of Resolution Establishing its Series A 10% Convertible Preferred Stock, which Statement of Resolution was originally filed with the Secretary of State of Texas on August 28, 2007, and was modified by a Statement of Resolution filed with the Secretary of State of Texas on November 9, 2007, by adopting a modification to said resolution to increase the number of authorized shares of the Series A 10% Convertible Preferred Stock from 13,818 shares to 50,000 shares.  Except as modified herein, the Statement of Resolution Establishing the Series A 10% Convertible Preferred Stock as filed with the Secretary of State on August 28, 2007, shall remain in full force and effect.

 

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