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 19, 2014

 

BEACON ENTERPRISE SOLUTIONS GROUP, INC.
(Exact Name of Registrant as Specified in Charter)

 

Nevada
(State of incorporation) 		000-31355
(Commission File No.) 		81-0438093
(IRS Employee Identification No.)

 

5495 Bryson Drive, Suite 423

Naples, FL 34109

(Address of principal executive offices, including zip code)

 

877-878-8136

(Registrant's telephone number, including area code)

 

502-657-3501

(Registrant's telephone number, including area code)

 

Copies to:

Richard A. Friedman, Esq.

Henry Nisser, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

 

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:

 

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))

  

1
 

 

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

 

On February 26, 2014, the board of directors of Beacon Enterprise Solutions Group, Inc. (the “Company”) approved the merger of the Company with its wholly-owned subsidiary, Beacon Merger Sub, Inc. (the “Merger Sub”). On March 13, 2014, the Company and Merger Sub were merged, with the Company being the surviving entity. In connection with said merger, the Company changed its name to FTE Networks, Inc. (the “Name Change”). On March 13, 2014, the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate the Name Change.

 

On Tuesday, March 18, 2014, the Name Change became effective for the principal market for the Company’s common stock, the Over-the-Counter Pink Sheets, after approval by the Financial Industry Regulatory Authority (“FINRA”).  

 

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Articles of Merger filed with the Secretary of State of Nevada, which are attached hereto as Exhibit 3.1 and incorporated herein by reference. In addition, a copy of the press release regarding the Name Change is filed as Exhibit 99.1 to this Form 8-K, and is incorporated herein by reference.

 

Item 8.01 Other Events; Voluntary Stock Symbol Change

 

The Company’s common stock began trading under the new symbol “FTNW” on Tuesday, March 18, 2014.

  

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

     
Exhibit
Number 		  Description

3.1

 

99.1

 

Articles of Merger filed with the Secretary of State of Nevada on March 13, 2014

 

Press Release of FTE Networks, Inc. dated March 19, 2014

  

2
 

  

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.

 

  BEACON ENTERPRISE SOLUTIONS GROUP, INC.
       
Dated:  March 19, 2014 By: /s/ Michael Palleschi  
    Name: Michael Palleschi  
    Title: Chief Executive Officer  

 

3

 

 

_PIC3 ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 1

 

 
   
USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
   
     

Articles of Merger

(Pursuant to NRS Chapter 92A - excluding 92A.200(4b))

 

1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more
than four merging entities, check box ¨ and attach an 81/2" x 11'' blank sheet containing the
required information for each additional entity.

 

Beacon Merger Sub, Inc.
  Name of merging entity

 

Nevada   Corporation
Jurisdiction   Entity type *

 

 
  Name of merging entity

 

Nevada   Corporation
Jurisdiction   Entity type *

 

 
  Name of merging entity

 

     
Jurisdiction   Entity type *

 

 
  Name of merging entity

 

     
Jurisdiction   Entity type *

 

and,

 

Beacon Enterprise Solutions Group, Inc.
  Name of surviving entity

 

Nevada   Corporation
Jurisdiction   Entity type *

* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

 

Filing Fee:  $350.00
This form must be accompanied by appropriate fees. 		Nevada Secretary of State 92A Merger Page 1
Revised on: 7-1-08
 
 

 

_PIC3 ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 2

 

 
   
USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
   
     

 

2) Forwarding address where copies of process may be sent by the Secretary of State of
Nevada (if a foreign entity is the survivor in the merger – NRS 92A.1 90):

 

Attn:  

 

c/o:

 

 

 

 

3) (Choose one)

 

  ý The undersigned declares that a plan of merger has been adopted by each constituent
entity (NRS 92A.200).
     
  ¨ The undersigned declares that a plan of merger has been adopted by the parent domestic
entity (NRS 92A.180)

 

4) Owner's approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity) (if
there are more than four merging entities, check box ¨ and attach an 8 1/2" x 11'' blank sheet
containing the required information for each additional entity):

 

  (a) Owner’s approval was not required from

 

    Beacon Merger Sub, Inc.
    Name of merging entity, if applicable
     
    Name of merging entity, if applicable
     
    Name of merging entity, if applicable
     
    Name of merging entity, if applicable

 

and, or;

 

    Beacon Enterprise Solutions Group, Inc.
    Name of surviving entity, if applicable

 

This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 2
Revised on: 7-1-08

 

 
 

 

_PIC3 ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 3

 

 
   
USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
     

 

  (b) The plan was approved by the required consent of the owners of *:

 

     
    Name of merging entity, if applicable
     
    Name of merging entity, if applicable
     
    Name of merging entity, if applicable
     
    Name of merging entity, if applicable

 

and, or;

 

     
    Name of surviving entity, if applicable

 

 

 

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

  

 

 

This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 3
Revised on: 7-1-08

 

 
 

 

_PIC3 ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 4

 

 
   
USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
     

 

 

  (c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
     
     
       

 

     
    Name of merging entity, if applicable
     
    Name of merging entity, if applicable
     
    Name of merging entity, if applicable
     
    Name of merging entity, if applicable

 

and, or;

 

     
    Name of surviving entity, if applicable

 

 

 

 

 

 

This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 4
Revised on: 7-1-08

 

 
 

 

_PIC3 ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 5

 

 
   
USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
     

 

5) Amendments, if any, to the articles or certificate of the surviving entity.  Provide
article numbers, if available. (NRS 92A.200)*:
 

Article One of the Articles of Incorporation of Beacon Enterprise Solutions Group, Inc. is hereby amended as follows:

 

“The name of the Corporation is FTE Networks, Inc.”

 

6) Location of Plan of Merger (check a or b):

 

  ¨ (a) The entire plan of merger is attached;
  or,  
  ý (b) The entire plan of merger is on file at the registered office of the surviving
corporation, limited-liability company or business trust, or at the records office
address if a limited partnership, or other place of business of the surviving entity
(NRS 92A.200).

 

7) Effective date (optional)**:    

 

* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please
entitle them ''Restated'' or ''Amended and Restated,'' accordingly. The form to accompany restated articles
prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS
92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of
merger may not contain amendments to the constituent documents of the surviving entity except that the name of
the surviving entity may be changed.

 

** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which
must not be more than 90 days after the articles are filed (NRS 92A.240).

 

This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 5
Revised on: 7-1-08
 
 

 

_PIC3 ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 6

 

 
   
USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
       

 

8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of
each Nevada limited partnership; All general partners of each Nevada limited-liability limited
partnership; A manager of each Nevada limited-liability company with managers or one
member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
  (if there are more than four merging entities, check box ¨ and attach an 81/2" x 11'' blank sheet containing the required information for each additional entity.):

 

Beacon Merger Sub, Inc.
Name of merging entity  

/s/ Michael Palleschi   President   March 13, 2014
Signature   Title   Date

 

 
Name of merging entity  

         
Signature   Title   Date

 

   
Name of merging entity

 

         
Signature   Title   Date

 

 
Name of merging entity  

         
Signature   Title   Date

 

Beacon Enterprise Solutions Group, Inc.
Name of surviving entity  

/s/ Michael Palleschi   President   March 13, 2014
Signature   Title   Date

 

* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law
governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

IMPORTANT :  Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 6
Revised on: 7-1-08

 

 

 

 

 

**FOR IMMEDIATE RELEASE**

 

 

 

Naples, Florida, March 19, 2014 -- Beacon Enterprise Solutions Group, Inc., a premier provider of telecommunications infrastructure services, today announced its official corporate name change to FTE Networks, Inc. (“FTE Networks”) under the symbol “FTNW.”

 

The name change reinforces FTE Networks brand as an integrated corporation, reflects the company’s long-term strategy to advance its global presence, and more closely aligns and strengthens the identity of each of its operating divisions: Infrastructure Services, Wireless Services, Subscriber Services and Staffing Services.

 

 

 

About FTE Networks, Inc.

 

FTE Networks is a vertically integrated company with a national footprint. Since its inception, FTE Networks has steadily advanced its management, operational and technical capabilities to become a leading provider of services to the telecommunications and wireless sector with a focus on turnkey solutions. FTE Networks provides a comprehensive array of services centered on quality, efficiency and customer service.

 

 

 

Forward Looking Statements

 

This release may contain forward-looking statements relating to the business of FTNW. All statements other than historical facts are forward-looking statements, which can be identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions. These statements involve risks and uncertainties that may cause actual results to differ materially from those anticipated, believed, estimated or expected. These risks and uncertainties are described in detail in our filings with the Securities and Exchange Commission. Forward-looking statements are based on FTNW's current expectations and beliefs concerning future developments and their potential effects on FTNW. There is no assurance that future developments affecting FTNW will be those anticipated by FTNW. FTNW undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

 

Not a Broker/Dealer or Financial Advisor

 

FTE Networks, Inc. is not a Registered Broker/Dealer or a Financial Advisor, nor does it hold itself out to be a Registered Broker/Dealer or Financial Advisor. All material presented in this press release, on the company's website or other media is not to be regarded as investment advice and is only for informative purposes. Readers should verify all claims and conduct their own due diligence before investing in FTE Networks, Inc.

 

 
 

 

Investing in small-cap, micro cap and penny stock securities is speculative and carries a high degree of risk.

 

No Offer of Securities

 

None of the information featured in this press release constitutes an offer or solicitation to purchase or to sell any securities of FTE Networks, Inc.