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: September 8, 2010
Date of Earliest Event Reported: September 3, 2010
Toyzap.com, Inc.
(Exact name of registrant as specified in its charter)
| Texas | 000-53997 | 20-8592825 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
||
|
500 North Akard Street, Suite 2850, Dallas, Texas |
75201 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (214) 758-8600
(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 |
Effective as of September 3, 2010, Toyzap.com, Inc. (the “Company”) amended its Certificate of Formation – For-Profit Corporation to change the Company’s name to “Calpian, Inc.” The foregoing description of the Amendment is qualified in its entirety by reference to the full text thereof which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 3, 2010, the Company held a special meeting of shareholders pursuant to notice duly given. At the special meeting, the Company submitted for approval by its shareholders a proposal to change the Company’s name to “Calpian, Inc.” through the filing of an amendment to its Certificate of Formation – For-Profit Corporation. The results of the voting for this proposal were as follows:
Name Change Proposal: Approval of Amendment of Certificate of Formation – For-Profit Corporation To Effect Name Change:
|
For: |
15,344,314 | * | |
|
Against: |
0 | ||
|
Abstain: |
0 | ||
| * | Includes votes received from holders of (i) 14,604,314 shares of Company Common Stock, and (ii) 7,400 shares of Company Series A Convertible Preferred Stock, which vote on an as-converted basis with the Common Stock and represent 740,000 votes. |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
3.1 Certificate of Amendment to Certificate of Formation – For-Profit Corporation of Toyzap.com, Inc.
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.
| TOYZAP.COM, INC. | ||||||
| Date: September 8, 2010 | By: |
/ S / H AROLD M ONTGOMERY |
||||
| Harold Montgomery | ||||||
| Chief Executive Officer | ||||||
Exhibit 3.1
Form 424
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF FORMATION—FOR-PROFIT CORPORATION
of
TOYZAP.COM, INC.
Entity Information
The name of the filing entity is Toyzap.com, Inc. The filing entity is a for-profit corporation. The filing number issued to the filing entity by the secretary of state is 800661948. The date of formation of the entity is May 30, 2006.
Amendments
Provided below is an identification by reference or description of each added, altered, or deleted provision of the Certificate of Formation:
| 1. | Article 1 – Entity Name and Type is amended by this Certificate of Amendment and the full text of such paragraph, as amended, is as follows: |
The filing entity being formed is a for-profit corporation. The name of the entity is Calpian, Inc.
Statement of Approval
The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.
Effectiveness of Filing
This document becomes effective when the document is filed by the secretary of state.
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Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.
Date: September 3, 2010
| By: |
/s/ Harold Montgomery |
|
| Harold Montgomery | ||
| Chief Executive Officer |