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): September 26, 2014

 

SITO MOBILE, LTD.
(Exact name of registrant as specified in its charter)

 

Delaware   000-53744   13-4122844

(State or other jurisdiction of

Incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

100 Town Square Place, Suite 204

Jersey City, NJ 07310

(Address of principal executive offices) (Zip Code)

 

(201) 275-0555

(Registrant’s telephone number, including area code)

 

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:

 

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.


On September 26, 2014, SITO Mobile, Ltd. (the “ Company ”) filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware in order to change the Company’s name from “Single Touch Systems, Inc.” to “SITO Mobile, Ltd.”.  Our name change will be effective for our principal market, the OTC BB, upon approval by the Financial Industry Regulatory Authority (FINRA).

 

Item 9.01     Financial Statements and Exhibits

 

(d)           Exhibits .

 

Exhibit No.   Description
     

3.1

 

Certificate of Amendment to the Articles of Incorporation of Single Touch Systems, Inc.

     
99.1   SITO Mobile, Ltd. Press Release issued September 29, 2014.

 

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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.

 

  SINGLE TOUCH SYSTEMS INC.
     
Date:    September 30, 2014 By: /s/ Jerry Hug
  Name: Jerry Hug
  Title: Chief Executive Officer

 

 

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Exhibit 3.1

 

  Delaware PAGE 1
  The First State  

  

 

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "SINGLE TOUCH SYSTEMS INC.", CHANGING ITS NAME FROM "SINGLE TOUCH SYSTEMS INC." TO "SITO MOBILE, LTD.", FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY OF SEPTEMBER, A.D. 2014, AT 9:44 O'CLOCK A.M. .

 

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. .

 

 

 

 

 

 

 

 

   

 

 

 
 

 

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:47 AM 09/26/2014

FILED 09:44 AM 09/26/2014

SRV 141225222 - 3236663 FILE

 

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

SINGLE TOUCH SYSTEMS, INC.

 

Single Touch Systems Inc. (the "Corporation"), organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

 

FIRST: That the Board of Directors of the Corporation has duly adopted a resolution setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:

 

ARTICLE FIRST of the corporation is being amended as follows: The name of the Corporation (hereinafter referred to as the "Corporation") is SITO Mobile, Ltd.

 

SECOND: The Amendment of the Certificate of Incorporation herein certified has been duly adopted by the unanimous written consent of the Corporation's Board of Directors, in accordance with the provisions of Sections I41(f), 228 and 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Corporation's Certificate of Incorporation to be signed this 26 th day of September 2014.

 

  Single Touch Systems Inc.
     
  By: /s/ Jerry Hug
  Name: Jerry Hug
  Title: Interim Chief Executive Officer

 

 

 

Exhibit 99.1

 

ITO MOBILE LOGO           NEWS

 

SITO Mobile

100 Town Square Place, Suite 204

Jersey City, NJ 07310

T (201) 275 0555

 

FOR IMMEDIATE RELEASE

 

Single Touch Re-Launches as SITO Mobile

 

New Brand Addresses Growing Demand for Integrated Mobile Location Based and Messaging
Platforms; Easily Deployed by Brands to Increase Foot Traffic and Drive ROI

 

JERSEY CITY, N.J. –– September 29, 2014 Single Touch Systems, Inc. (OTC BB: SITO) , a leading mobile media solutions provider today unveiled its new name and brand - SITO Mobile . The rebranding follows a period of expansion for the company throughout the U.S. and Canada. The new corporate identity reinforces SITO’s emphasis on mobile location-based advertising and mobile messaging platforms that give brands, agencies and retailers the power to transform digital marketing by delivering targeted mobile advertising campaigns based on geo-location, in-store traffic and customer response.

 

“The mobile location-based advertising market is the hottest market for advertisers right now, given the proliferation of smartphones and the sophistication of geo-spatial technologies. Analysts predict the market will grow to $20 billion by 2017,” commented Jerry Hug, interim CEO of SITO Mobile. “In order to help our customers be a part of the industry growth, we are providing a layered approach to our platform that allows campaigns to be built on customer behavior and provides real tangible metrics to tailor the programs in real-time and further increase foot traffic to customers.”

 

The SITO Mobile platform also drives focus on its core offerings, and launches enhancements to location based advertising products, such as Verified Walk-in, its proprietary mobile attribution engine. This will give clients the appropriate measurement, beyond click through rates to properly assess return on investment and alter advertising programs in real-time, which can mean the difference in competitive advantage.

 

With a focus on becoming the one-stop shop mobile media platform, SITO Mobile’s offerings now include:

 

SITO Location Based Advertising - Deliver display ads and videos (rich media) on behalf of advertisers, including features:

 

Geo-fencing – Targets customers within a certain radius of location and uses technology to push coupons, ads, promotions to mobile apps

 

- MORE -

 

 
 

Verified Walk-in – Tracks foot-traffic to locations and which ads drove action
Behavioral Targeting – Tracks past behaviors over 30-90 day increments allowing for real-time campaign management
Analytics and Optimization – Culling and building measurement system to track key metrics like user demographics, psychographics, CPM, click-throughs and time of engagement

 

SITO Mobile Messaging – Platform for building and controlling tailored programs, including messaging, customer incentive programs, etc.

 

Creates a massive direct channel to customers
Builds customer loyalty
Drive consumer interaction to increase sale
Everywhere - a portal/platform where customer can manage their own campaigns and can tailor to region and products - user friendly, with a very high rate of response

 

In the past year, SITO Mobile has also grown through the acquisition of DoubleVision Networks, the formation of VideoStar LLC with Personal Media Communications (PMC) and continued growth and diversification of its customer base. The new name and rebrand reflects all these milestones and marks SITO Mobile’s commitment to a best of breed platform for the mobile media market.

 

Share This:

Single Touch Systems announces rebrand to @SITO_Mobile #mobilemedia #mobileads #mobilemarketing

@SITO_Mobile announces Verified Walk-in for better customer engagement through mobile #digitalmarketing

 

Useful Links:

SITO Mobile: www.sitomobile.com

Facebook: www.facebook.com/sitomobile

Twitter: https://twitter.com/SITO_Mobile

SITO Mobile Video: http://youtu.be/k8V4nnq_Rj4

 

About SITO Mobile Ltd.

SITO Mobile is a mobile location-based advertising platform serving businesses, advertisers and brands. Through patented technologies and an easy-to-use platform, the company’s solution allows marketers to create content targeted to key audiences, based on location, interests, behaviors and loyalty. Through the proliferation of mobile devices SITO empowers its customers to deliver actionable content in a real-time manner, which drive action and engagement from consumers, while providing key measurement and analytics that allow campaigns to be fluid and transaction driven. For more information visit www.sitomobile.com.

 

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- MORE -

 

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, our reliance on brand owners and wireless carriers, the possible need for additional capital as well other risks identified in our filings with the SEC. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

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Investor Contacts:

Michael Bishop, Blueshirt Group, +1 415.217.4968, mike@blueshirtgroup.com

 

Media Contacts:

Alicia V. Nieva-Woodgate, ANW Networks, +1 415.515.0866, alicia@anwnetworks.com

Michelle Van Jura, ANW Networks, +1 310.420.4062, michelle@anwnetworks.com

 

1158175

Erica

 

 

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