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 18, 2011

CHANTICLEER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
________________

Delaware
000-29507
20-2932652
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification)


11220  Elm Lane, Suite 103, Charlotte, NC  28277
(Address of principal executive office) (zip code)

___________________________________________
(Former address of principal executive offices) (zip code)

(704) 366-5122
(Registrant’s Telephone Number, Including Area Code)

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 Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

 
 

 

ITEM 5.07 
Submission of Matters to a Vote of Security Holders

On March 18, 2011, Chanticleer Holdings, Inc. (the “Company”) held its 2011 Special Meeting of Shareholders (the “Special Meeting”).  At the Special Meeting, the Company’s shareholders approved a 2 for 1 forward split of the Company’s common stock, as follows:

Total Shares Present
Shares For
Shares Against
Abstain
Broker Non-Votes
         
1,031,599
760,162
1,300
50
0


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

On March 18, 2011, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State.  A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.


ITEM 9.01 
Financial Statements and Exhibits

(d)           Exhibits

Exhibit No.
 
Description
     
3.1
 
Certificate of Amendment to the Certificate of Incorporation, filed March 18, 2011.
 
 
1

 
 
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.

 
Chanticleer Holdings, Inc.
       
 
By:
/s/  Michael D. Pruitt
 
 
Name:  
Michael Pruitt
 
 
Title:
Chief Executive Officer
 
 
Dated:
March 18, 2011
 

 
2

 
 
 
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CHANTICLEER HOLDINGS, INC.

Chanticleer Holdings, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify that:
 
1.  The Certificate of Incorporation of the Corporation is hereby amended by deleting Article Fourth thereof in its entirety and inserting the following in lieu thereof:
 
"FOURTH: The total number of shares of stock of which the Corporation shall have authority to issue is 200,000,000, all of which shall be shares of Common Stock, par value $.0001 per share.
 
Upon this Certificate of Amendment to the Certificate of Incorporation of the Corporation becoming effective pursuant to the General Corporation Law of the State of Delaware (the "Effective Time"), each share of the Corporation's common stock, par value $.0001 per share (the "Old Common Stock"), issued and outstanding immediately prior to the Effective Time, will be automatically reclassified as and converted into two (2) shares of common stock, par value $.0001 per share, of the Corporation (the "New Common Stock"). Any stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of the New Common Stock as equals the product obtained by multiplying the number of shares of Old Common Stock represented by such certificate immediately prior to the Effective Time by two (2) (the "Forward Stock Split")."
 
2.  The foregoing amendment was duly adopted in accordance with the provisions of Sections 242, 141 (by written consent of the board of directors), and 211 (at a special meeting of the stockholders) of the General Corporation Law of the State of Delaware.

3.  The effective date of this Certificate of Amendment is March 23, 2011.

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to be executed on March 18, 2011.
 
 
 
CHANTICLEER HOLDINGS, INC.
 
 
 
 
 
 
 
By:  
  /s/  Michael D. Pruitt                                              
   
Name:  Michael D. Pruitt
   
Title:    Chief Executive Officer