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): July 30, 2013
 
InterCloud Systems, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
000-32037
 
0963722
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
2500 N. Military Trail, Suite 275
Boca Raton, Florida 33431
 
33431
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: 561-988-1988

Genesis Group Holdings, Inc.
(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 240.13a-4(c))
 
 
 
 
 
Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As described in our Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on May 15, 2013 (the “Information Statement”), our board of directors (the “Board”) on May 1, 2013 approved a reverse stock split of our common stock at an exchange ratio of up to one (1) for every four (4) shares of our common stock (the “Reverse Split”), with the Board retaining the discretion to determine the final exchange ratio of the Reverse Split prior to effectiveness.  The Reverse Split was approved by the written consent of holders of a majority of our outstanding voting power on May 15, 2013.

On July 30, 2013, the Board authorized the Reverse Split at an exchange ratio of one (1) share of common stock for every four (4) shares of common stock.  On July 30, 2013, we filed a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware in the form attached to the Information Statement, a copy of which is filed as Exhibit 3.1 hereto (the “Certificate of Amendment”).  The Certificate of Amendment effected the Reverse Split, such that every four (4) shares of our common stock has been automatically converted into one (1) share of our common stock. We will not issue fractional certificates for post-reverse split shares in connection with the Reverse Split.  Rather, all shares of common stock that are held by a stockholder will be aggregated and each stockholder shall be entitled to receive the number of whole shares resulting from the combination of the shares so aggregated. Any fractions resulting from the Reverse Split computation shall be rounded up to the next whole share. The description of the Reverse Split as set forth in the Information Statement, including the procedures applicable to our stockholders associated therewith, is incorporated herein by reference.

The Financial Industry Regulatory Authority has approved the Reverse Split effective as of August 1, 2013, and a “D” will be placed on our ticker symbol for approximately 20 trading days to indicate the completion of the Reverse Split.  On August 1, 2013, we also issued a press release announcing the effectiveness of the Reverse Split, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01   Financial Statements and Exhibits

(d) Exhibits
 
Exhibit No.
 
Description
3.1
 
Certificate of Amendment to Certificate of Incorporation of InterCloud Systems, Inc., dated July 30, 2013.
     
99.1
 
Press Release of InterCloud Systems, Inc., dated August 1, 2013.

 
 
 
 
SIGNATURE
 
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: August 1, 2013
INTERCLOUD SYSTEMS, INC.
   
   
 
By:
/s/ Mark E. Munro
   
Name:
Mark E. Munro
   
Title:
Chief Executive Officer
 

 
 
 

 
EXHIBIT INDEX

Exhibit No.
 
Description
3.1
 
Certificate of Amendment to Certificate of Incorporation of InterCloud Systems, Inc., dated July 30, 2013.
     
99.1
 
Press Release of InterCloud Systems, Inc., dated August 1, 2013,

 
 
 

 
Exhibit 3.1
 
 
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
INTERCLOUD SYSTEMS, INC.
 
InterCloud Systems, Inc. (the “ Corporation ”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ DGCL ”), does hereby certify as follows:
 
FIRST: The name of this corporation is InterCloud Systems, Inc.
 
SECOND: The date of filing of the Corporation’s original certificate of incorporation with the Secretary of State of the State of Delaware was  November 24, 1999 (as i-RealtyAuction.com, Inc.) and which has been amended from time to time (as amended to date, the “ Certificate of Incorporation ”).
 
THIRD: The Board of Directors of the Corporation, acting in accordance with the provisions of Section 242 of the DGCL, adopted resolutions to amend the Certificate of Incorporation as follows:

Article Fourth of the Certificate of Incorporation is hereby amended to replace the existing Article Fourth:
 
Effective as of the filing of this Certificate of Amendment with the Secretary of State of the State of Delaware, a one (1) for four (4) reverse split of the outstanding Common Stock of the Corporation shall occur pursuant to which (i) every four (4) shares of outstanding Common Stock of the Corporation shall be converted into one (1) share of Common Stock (the “Reverse Split”).  The Reverse Split shall not affect the number of authorized shares of Common Stock or Preferred Stock of the Corporation or the par value per share of the Common Stock or Preferred Stock, such that immediately after the Reverse Split the total number of shares of all classes of capital stock that the Corporation is authorized to issue will be 550,000,000, of which 500,000,000 shall be Common Stock having a par value per share of $0.0001 and of which 50,000,000 shall be Preferred Stock having a par value per share of $0.0001.  No fractional share shall be issued in connection with the foregoing combination; all shares of Common Stock that are held by a stockholder will be aggregated and each stockholder shall be entitled to receive the number of whole shares resulting from the combination of the shares so aggregated. Any fractions resulting from the Reverse Split computation shall be rounded up to the next whole share.  Except as set forth above in this paragraph, Article Fourth of the Certificate of Incorporation remains in full force and effect.
  
 
 
 


FOURTH: This Certificate of Amendment has been duly adopted and approved by the Board of Directors.
 
FIFTH: This Certificate of Amendment has been duly adopted in accordance with section 242 of the DGCL.
 

IN WITNESS WHEREOF , InterCloud Systems, Inc. has caused this Certificate of Amendment to be signed by its Chief Executive Officer on July 30, 2013.
 
 
INTERCLOUD SYSTEMS, INC.
     
 
By:
/s/ Mark Munro 
 
Name: Mark Munro
 
Title:   Chief Executive Officer

 
Exhibit 99.1
 
InterCloud Announces 1-for-4 Reverse Stock Split
 
RED BANK, N.J., July 31, 2013 (GLOBE NEWSWIRE) -- InterCloud Systems, Inc., (OTCM:ICLD) (the "Company"), is pleased to announce that the Board of Directors of the Company has approved a one-for-four reverse stock split of its common stock. A majority of the stockholders of the Company previously approved the reverse split on May 15, 2013.
 
The Company has amended its certificate of incorporation to effectuate the reverse stock split, which will be effective for trading purposes at the open of trading today. As a result of the reverse stock split, every four shares of the Company's pre-split common stock will automatically be converted into one share of post-split common stock.
 
No fractional shares will be issued in connection with the reverse stock split. All shares of common stock held by a stockholder will be aggregated and each stockholder will be entitled to receive the number of whole shares resulting from the combined shares so aggregated. Any fractions resulting from the Reverse Split computation will be rounded up to the next whole share. Corporate Stock Transfer & Trust Company, LLC, the Company's transfer agent, will update the Company's records to reflect the change. Corporate Stock Transfer will provide instructions to stockholders relating to the issuance of book-entry evidence of ownership giving effect to the reverse split and to the issuance of new stock certificates. A "D" will be placed on the Company's ticker symbol for 20 trading days to indicate the completion of the reverse split.
 
About InterCloud Systems, Inc.:
 
InterCloud Systems, Inc. is a global single-source provider of value-added services for both corporate enterprises and service providers. The company offers cloud and managed services, professional consulting services and voice, data and optical solutions to assist its customers in meeting their changing technology demands. Its engineering, design, installation and maintenance services support the build-out and operation of some of the most advanced enterprise, fiber optic, Ethernet and wireless networks. Additional information regarding InterCloud may be found on the Company's website at www.intercloudsys.com .   
 
FORWARD-LOOKING STATEMENTS
 
Statements contained herein that are not based on historical fact, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "could" and other similar expressions, constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current assumptions but involve known and unknown risks and uncertainties that may cause the Company's actual results, performance or achievements to differ materially from current expectations. These risks include economic, competitive, governmental, technological and other factors discussed in the Company's annual, quarterly and other periodic public filings on record with the Securities and Exchange Commission. 
 
CONTACT:  Lawrence Sands, Senior Vice President
                       561-988-1988