SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 2016
xG Technology, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
|(Commission File Number)||
|240 S. Pineapple Avenue, Suite 701, Sarasota, FL||34236|
|(Address of principal executive offices)||(Zip Code)|
Registrant's telephone number, including area code: (941) 953-9035
(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 5.03||Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year|
Elimination of Series B Convertible Preferred Stock
On December 6, 2016, xG Technology, Inc., a Delaware corporation (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware, in order to eliminate from the Amended and Restated Certificate of Incorporation (the “Charter”) all matters set forth in the Charter related to the Certificate of Designations in respect to the Company’s previously issued Series B Convertible Preferred Stock, none of the shares of which remain outstanding or will be issued in the future. This elimination returned such shares of preferred stock to authorized but undesignated shares of the Company’s preferred stock. A copy of the Certificate of Elimination for the Series B Convertible Preferred Stock is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
|Item 9.01||Financial Statements and Exhibits|
|Exhibit 3.1||Certificate of Elimination for Series B Convertible Preferred Stock|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: December 6, 2016||xG TECHNOLOGY, INC.|
|By:||/s/ Roger Branton|
|Title:||Chief Financial Officer|
CERTIFICATE OF ELIMINATION
CERTIFICATE OF DESIGNATION
SERIES B CONVERTIBLE PREFERRED STOCK
xG TECHNOLOGY, INC.
Pursuant to Section 103 and 151(g) of the Delaware General Corporation Law
The undersigned, Roger G. Branton, the Chief Financial Officer of xG Technology, Inc. (the “ Corporation ”), pursuant to the provisions of the Delaware General Corporation Law (the “ DGCL ”), does hereby certify and set forth as follows:
First: On December 5, 2016, the Board of Directors of the Corporation approved a resolution to eliminate the Corporation’s Certificate of Designations, Preferences and Rights (the “ Certificate of Designations ”) of the Series B Convertible Preferred Stock (the “ Series B Preferred Stock ”) originally filed with the Secretary of State of the State of Delaware on February 11, 2015, and as amended on February 5, 2016;
Second: No shares of Series B Preferred Stock are issued and outstanding as of the date hereof, and the Corporation will not issue any additional shares of Series B Preferred Stock pursuant to the aforementioned Certificate of Designations of the Series B Preferred Stock;
Third: The Certificate of Designations of the Series B Preferred Stock is hereby eliminated; and
Fourth: This Certificate of Elimination shall be effective as of 5:00 p.m. New York time on the date written below.
IN WITNESS WHEREOF , the Corporation has caused this Certificate of Elimination of the Certificate of Designations of the Series B Preferred Stock to be signed by the undersigned, a duly authorized officer of the Corporation, and the undersigned has executed this Certificate of Elimination and affirms the foregoing as true under penalty of perjury this 6th day of December, 2016.
|Name:||Roger G. Branton|
|Title:||Chief Financial Officer|