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) August 26, 2016

 

ELEPHANT TALK COMMUNICATIONS CORP.

(Exact name of registrant as specified in Charter)

 

 

Delaware 001-35360 95-4557538
     
(State or other jurisdiction of
incorporation) 		(Commission File Number) (IRS Employer
Identification No.)

  

 

100 Park Avenue, New York City, New York 10017, United States of America

(Address of Principal Executive Offices) (Zip Code)

 

Registrant's telephone number, including area code: (212) 984-1096

 

N/A

(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))

  

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

 

On August 26, 2016, Elephant Talk Communications Corp. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment amending the Company’s Certificate of Incorporation, as amended. The Certificate of Amendment, which was approved by the Company’s Board of Directors at a meeting of the Board of Directors and by a majority of the Company’s stockholders at the Company’s annual meeting on August 16, 2016, increases the number of authorized shares of common stock issuable by the Company from 250,000,000 to 500,000,000. The Certificate of Amendment is attached to this Current Report as Exhibit 3.1. All descriptions of the Certificate of Amendment herein are qualified in their entirety to the text of Exhibit 3.1 hereto, which is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

Set forth below is a list of Exhibits included as part of this Current Report.

 

3.1 Certificate of Amendment.

  

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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.

 

     

Dated: August 29, 2016

 

ELEPHANT TALK COMMUNICATIONS CORP.
     
  By: /s/ Gary G Brandt
 

Name: Gary G Brandt

  Title: Chief Restructuring Officer

  

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Exhibit 3.1

 

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION

OF ELEPHANT TALK COMMUNICATIONS CORP.

 

The undersigned, for the purposes of amending the Certificate of Incorporation of Elephant Talk Communications Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

 

FIRST : The Board of Directors of the Corporation (the “Board”) duly adopted in accordance with Section 141(f) of the DCGL at a meeting of the Board on May 10, 2016, a resolution proposing and declaring advisable the following amendment to restate Part A of Article IV of the Certificate of Incorporation of said Corporation:

 

“A. This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is 550,000,000 shares. 500,000,000 shares shall be Common Stock, each having $0.00001 par value per share. 50,000,000 shares shall be Preferred Stock, each having $0.00001 par value per share.”

 

SECOND : The holders of a majority of the issued and outstanding voting stock of the Corporation have voted in favor of said amendment at a duly convened meeting of the stockholders of the Corporation.

 

THIRD : The aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the DGCL.

 

IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Certificate of Incorporation of the Corporation to be duly executed by the undersigned this 25 th day of August, 2016.

 

 

  ELEPHANT TALK COMMUNICATIONS CORP.
   
       
  By:    /s/ Gary Brandt
    Name:   Gary Brandt
    Title: Chief Restructuring Officer