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): November 26, 2013

 

Blue Sphere Corporation

(Exact name of Registrant as specified in its Charter)

 

  Nevada   333-147716   98-0550257

  (State or Other Jurisdiction

of Incorporation or Organization)

  (Commission File Number)   (I.R.S. Employer Identification No.)

 

 

35 Asuta St., P.O.B 857, Even Yehuda, Israel 40500

(Address of Principal Executive Offices)                          (Zip Code)

 

Registrant's telephone number, including area code: 972-9-8917438

 

Not Applicable

(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-4(c))

 

 
 

  

Item 3.03 Material Modification to Rights of Security Holders.

 

The information in Item 5.03 hereof is hereby incorporated herein by reference.

 

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

 

On November 22, 2013, the Board of Directors and majority of Blue Sphere Corporation’s (the “Company”) stockholders approved an amendment of Blue Sphere Corporation’s Articles of Incorporation effective upon the filing of its Amended and Restated Articles of Incorporation with the Nevada Secretary of State.  The Amended and Restated Articles of Incorporation were filed with the Nevada Secretary of State on November 26, 2013.

 

The Company’s Articles of Incorporation were amended and restated to authorize the issuance of 500,000,000 shares of preferred stock, $0.001 par value, in one or more series and with such rights, preferences and privileges as the Company’s Board of Directors may determine and to effect a 1 for 113 reverse stock split of the Company’s outstanding common stock. I n addition, the Amended and Restated Articles of Incorporation provide, among other things, for indemnification and limitations to the liability of the Company’s officers and directors.

 

As a result of the reverse stock split effected by the Company’s Amended and Restated Articles of Incorporation, every 113 shares of its outstanding common stock prior to the effect of that amendment will be combined and reclassified into one share of the Company’s common stock, and the number of outstanding shares of the Company’s common stock will be reduced from 1,274,961,697 to 11,282,915 shares. Any fractional number of shares outstanding after the reverse stock split will be rounded up to the next highest number of full shares.

 

In accordance with rules and regulations promulgated by the Financial Industry Regulatory Authority (“FINRA”) , the amendments to the Company’s Articles of Incorporation to effect the reverse stock split will become effective upon receipt of FINRA’s approval of those changes on the morning of December 4, 2013. Thus, beginning with the opening of the OTCBB on December 4, 2013, the Company’s common stock will commence quoting on the OTCBB on a post reverse stock split basis. Also on December 4, 2013, to indicate the reverse stock split, the OTCBB will append a “D” to the Company’s trading symbol and for a period of 20 business days, the Company’s common stock will be reported under the symbol “BLSPD.” After the 20 business days, the Company’s trading symbol will revert to “BLSP.” The new CUSIP number for the Company’s common stock is 09605C202.

 

This Item, including the description herein of the Amended and Restated Articles of Incorporation, are qualified in their entirety by reference to the Amended and Restated Articles of Incorporation, a copy of which are hereby included as Exhibit 3.1.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d)   Exhibits. The information in the Exhibit Index hereto is hereby incorporated herein by reference.

 

 

Exhibit
No.   Description
3.1  Amended and Restated Articles of Incorporation of Blue Sphere Corporation
   

  

 
 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereto duly authorized.

 

  Blue Sphere Corporation
   
   
   
Dated: December 3, 2013 By: /s/ Shlomo Palas _____________
  Name: Shlomo Palas
  Title: Chief Executive Officer

 

 

 

 

 

 

 

 
 

 

 

  

 
 

 

AMENDED AND RESTATED

 

ARTICLES OF INCORPORATION

OF

Blue Sphere Corporation

A Nevada corporation

 

ARTICLE I

NAME

 

        The name of the corporation is Blue Sphere Corp., (the "Corporation").

 

ARTICLE II

RESIDENT AGENT AND REGISTERED OFFICE

 

        The name and address of the Corporation's resident agent for service of process is Vcorp Services, LLC.

 

ARTICLE III

CAPITAL STOCK

 

        3.01     Authorized Capital Stock.     The total number of shares of stock this Corporation is authorized to issue shall be 2,250,000,000 shares. This stock shall be divided into two classes to be designated as "Common Stock" and "Preferred Stock."

 

        3.02     Common Stock.     The total number of authorized shares of Common Stock shall be 1,750,000,000 shares with par value of $0.001 per share. Effective on December 4, 2013 (the “Effective Time”), each one hundred thirteen (113) shares of Common Stock (“Old Stock”) issued and outstanding or reserved for issuance, shall automatically without any action by the holder thereof, be changed and reclassified into one (1) share of fully-paid and non-assessable Common Stock (“New Stock”) and each certificate which prior to the Effective Time represented one hundred thirteen (113) shares of the Old Stock shall, from and after the Effective Time be deemed to represent one (1) share of the New Stock. Any owner of less than a single full share of New Stock shall be entitled to receive the next highest number of full shares of New Stock in lieu of such fractional interest.

 

 
 

 

        3.03     Preferred Stock.     The total number of authorized shares of Preferred Stock shall be 500,000,000 shares with par value of $0.001 per share. The board of directors shall have the authority to authorize the issuance of the Preferred Stock from time to time in one or more classes or series, and to state in the resolution or resolutions from time to time adopted providing for the issuance thereof the following:

 

        (a)   Whether or not the class or series shall have voting rights, full or limited, the nature and qualifications, limitations and restrictions on those rights, or whether the class or series will be without voting rights;

 

        (b)   The number of shares to constitute the class or series and the designation thereof;

 

        (c)   The preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations, or restrictions thereof, if any, with respect to any class or series;

 

        (d)   Whether or not the shares of any class or series shall be redeemable and if redeemable, the redemption price or prices, and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;

 

        (e)   Whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and if such retirement or sinking funds be established, the amount and the terms and provisions thereof;

 

        (f)    The dividend rate, whether dividends are payable in cash, stock of the Corporation, or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividend shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate;

 

        (g)   The preferences, if any, and the amounts thereof which the holders of any class or series thereof are entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of assets of, the Corporation;

 

        (h)   Whether or not the shares of any class or series are convertible into, or exchangeable for, the shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and

 

 
 

 

        (i)    Such other rights and provisions with respect to any class or series as may to the board of directors seem advisable.

 

        The shares of each class or series of the Preferred Stock may vary from the shares of any other class or series thereof in any respect. The Board of Directors may increase the number of shares of the Preferred Stock designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of the Preferred Stock not designated for any existing class or series of the Preferred Stock and the shares so subtracted shall become authorized, unissued and undesignated shares of the Preferred Stock.

 

ARTICLE IV

 

DIRECTORS

 

The number of directors comprising the board of directors shall be fixed and may be increased or decreased from time to time in the manner provided in the bylaws of the Corporation, except that at no time shall there be less than one director.

 

ARTICLE V

PURPOSE

 

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under Nevada Revised Statutes (“NRS”).

ARTICLE VI

DIRECTORS' AND OFFICERS' LIABILITY

 

        The individual liability of the directors and officers of the Corporation is hereby eliminated to the fullest extent permitted by the NRS, as the same may be amended and supplemented. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.

 

 
 


ARTICLE VII

INDEMNITY

 

        Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this Article.

 

        Without limiting the application of the foregoing, the board of directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprises against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.

 

        The indemnification provided in this Article shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

  

 

Dated: November 22, 2013   /s/ Sholomo Palas  
  Shlomo Palas, CEO