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): January 17, 2013
Mill City Ventures III, Ltd.
(Exact name of registrant as specified in its charter)
| Minnesota | 0-53045 | 20-4709758 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
130 West Lake Street
Suite 300
Wayzata, MN 55391
(Address of principal executive offices)
(952) 473-3442
(Registrant's telephone number, including area code)
Poker Magic, 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:
¨ 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))
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 17, 2013, the officers of the Company filed with the Minnesota Secretary of State Amended and Restated Articles of Incorporation of the Company, which includes a change to the name of the Company from “Poker Magic, Inc.” to “Mill City Ventures III, Ltd.” A copy of the Amended and Restated Articles of Incorporation is attached hereto as Exhibit 3.1, and is incorporated herein by reference. Effective January 22, 2013, the Company’s trading symbol for its shares of common stock on the over-the-counter bulletin board changed from “POKR” to “MCVT” as a result of the above-described name change.
| Item 7.01 | Regulation FD. |
On January 23, 2013, the Company issued a press release announcing the above-described symbol change, and describing the Company’s plans to make an election to become a business development company under the Investment Company Act of 1940.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits . |
| Exhibit | Description |
| 3.1 | Amended and Restated Articles of Incorporation. |
| 99.1 | Press Release. |
* * * * *
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.
| Mill City Ventures III, Ltd. | ||
| Date: January 23, 2013 | By: | /s/ Douglas M. Polinsky |
| Douglas M. Polinsky , Chief Executive Officer | ||
Exhibit 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
MILL CITY
VENTURES iii, LTD.
The Undersigned , Chief Financial Officer of Mill City Ventures III, Ltd., a Minnesota corporation, does hereby certify that the following Amended and Restated Articles of Incorporation were duly adopted pursuant to Section 302A.135 (subdivisions 5 and 7) of the Minnesota Business Corporation Act (the “Act”) by the Board of Directors of Mill City Ventures III, Ltd. (f/k/a Poker Magic, Inc.), effective as of December 12, 2012, and that these Amended and Restated Articles of Incorporation supersede in their entirety this corporation’s Amended and Restated Articles of Incorporation dated and filed with the Minnesota Secretary of State on August 14, 2007, as amended by amendments filed subsequent thereto:
Article 1
Name
The name of this corporation (the “Corporation”) is: Mill City Ventures III, Ltd.
Article 2
Registered Office
The Corporation’s registered office is located at the following address:
130 West Lake Street, Suite 300
Wayzata, Minnesota 55391
Attention: Douglas M. Polinsky
Article 3
Capital
| A. | The Corporation is authorized to issue 250,000,000 shares of capital stock, each having $0.001 par value per share. Each share of the Corporation’s common stock shall be entitled to one vote on all matters requiring a vote of the Corporation’s shareholders. Unless otherwise specifically so designated upon issuance, all shares of capital issued by the Corporation shall be common stock. |
| B. | In addition to any and all powers conferred upon the Corporation’s board of directors by the laws of the State of Minnesota, the board of directors shall have the authority to establish by resolution more than one class or series of common stock, common or preferred, and to fix the relative rights, restrictions and preferences of any such different classes or series, and to issue shares of a class or series to another class or series to effectuate share dividends, splits or conversions of the Corporation’s outstanding shares. |
| C. | The board of directors shall also have the authority to issue rights to convert any of the Corporation’s securities into shares of stock of any permitted class or classes, the authority to issue options to purchase or subscribe for shares of stock of any permitted class or classes, and the authority to issue share-purchase or subscription warrants or any other evidence of such option rights which set forth the terms, provisions and conditions thereof, including the price or prices at which such shares may be subscribed for or purchased. Such options, warrants and rights may be transferable or nontransferable and separable or inseparable from the Corporation’s other securities. The board of directors is authorized to fix the terms, provisions and conditions of such options, warrants and rights, including the conversion basis or bases and the option price or prices at which shares may be subscribed for or purchased. |
| D. | Effective upon the filing of the Articles of Amendment approved by the shareholders of the Corporation at a special meeting held on September 7, 2012 (which Articles of Amendment were filed on September 10, 2012) (the “Effective Time”), the then issued and outstanding common stock of the Corporation was combined on a 1-for-11 basis such that, at the Effective Time, every eleven shares of common stock outstanding immediately prior to the Effective Time shall be combined into one share of common stock. This share combination will be effected through the exchange and replacement of certificates representing issued and outstanding shares of common stock as of the Effective Time, together with immediate book-entry adjustments to the stock register of the Corporation maintained in accordance with the Act. In the event that the share combination would result in a shareholder being entitled to receive less than a full share of common stock, the fractional share that would so result shall be rounded up to the nearest whole share of common stock. The par value of each share of issued and outstanding common stock shall not be affected by the share combination. |
Article 4
Shareholder Rights
| A. | No shareholder of the Corporation shall have any preemptive rights. |
| B. | No shareholder of the Corporation shall have any cumulative-voting rights. |
| C. | Unless this Corporation shall be a publicly held corporation, as defined in the Minnesota Business Corporation Act, any action required or permitted to be taken at a meeting of the shareholders may be taken by written action of the shareholders signed by shareholders holding the voting power that would be required to take the same action at a meeting at which all shareholders were present. |
Article 5
Incorporator
The name and address of the incorporator, who was at the time of incorporation a natural person of full age, is:
Douglas M. Jakway
McGrann Shea Anderson Carnival Staughn & Lamb, Chartered
800 Nicollet Mall, Suite 2600
Minneapolis, Minnesota 55402
| 2 |
Article 6
Written Action by Less Than All Directors
Any action required or permitted to be taken at a meeting of the board of directors, other than an action requiring shareholder approval, may be taken by written action of the board of directors signed by the number of directors that would be required to take the same action at a meeting at which all directors were present.
Article 7
Limited Liability of Directors
To the fullest extent permitted by law, a director shall have no personal liability to the Corporation or its shareholders for breach of fiduciary duty as a director. Amendments or repeals of this Article 7 shall not adversely affect any right or protection of a director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
In Witness Whereof , the undersigned has set his hand to these Amended and Restated Articles of Incorporation on this 16th day of January, 2013.
| /s/ Joseph A. Geraci, II | ||
|
Joseph A. Geraci, II
Chief Financial Officer |
||
| 3 |
Minneapolis, MN — Poker Magic, Inc. (OTCBB:POKR) (OTCBB: MCVT) today announced that FINRA has approved a change of the Company’s name to “Mill City Ventures III, Ltd.” Effective yesterday, the Company’s common shares commenced trading on the OTC Bulletin Board under the new trading symbol “MCVT”. The previous trading symbol was “POKR”.
Mr. Polinsky, CEO of Mill City Ventures III, Ltd., stated that the name change to Mill City Ventures III, Ltd. more appropriately reflects the Company’s intent to take a new direction as a Business Development Company (BDC).
What is a “business development company”?
Business development companies (“BDCs”) are special investment vehicles designed to facilitate capital formation for small and middle-market companies. BDCs are closed-end investment companies that are exempt from many of the regulatory constraints imposed under the Investment Company Act of 1940 (the “1940 Act”). Section 2(a)(48) of the 1940 Act defines “business development company” to mean a domestic closed-end company that (1) operates for the purpose of making investments in certain securities specified in Section 55(a) of the 1940 Act and makes available “significant managerial assistance” with respect to the issuers of such securities, and (2) has elected business development company status. As a general matter, a BDC must also maintain at least 70% of its investments in certain eligible assets.
To be treated as a BDC, a company must make an election under Section 54(a) of the 1940 Act. In order to register under the 1940 Act, a BDC must prepare a registration statement on Form N-2. After registration, a BDC will file periodic and current reports under the Securities Exchange Act of 1934.
Forward-Looking Statements
The information in this news release includes certain forward-looking statements that are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties, including statements related to the Company’s ultimate election to become a BDC under the 1940 Act. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that such expectations or any of its forward-looking statements will prove to be correct.
For more information please contact:
Mr. Douglas Polinsky CEO 952-473-3442
Mr. Joseph Geraci CFO 612-349-5235