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):
December 1, 2014
Stratean Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-53498 | 87-0449945 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
|
1436 Legend Hills Dr. Clearfield, Utah |
84015 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (801) 244-4405
|
SmartData Corporation (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 (17CFR 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))
SECTION 5 – Corporate Governance and Management
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 17, 2014, we filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with our wholly-owned subsidiary, Stratean Inc. Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, our board of directors authorized a change in our name to “Stratean Inc.” and our Articles of Incorporation have been amended to reflect this name change.
A copy of the Articles of Merger is attached to this Current Report as Exhibit 3.1 and is incorporated by reference herein.
In connection with the name change, we have the following new CUSIP number: 86268L109. We have submitted the required information to FINRA and we have been provided an effective date of December 1, 2014. Our common stock will trade under the symbol “SRTN” that more resembles our new name.
SECTION 9 – Financial Statements and Exhibits
ITEM 9.01 Financial Statements and Exhibits
| Exhibit No. | Description |
| 3.1 | Articles of Merger, dated November 17, 2014 |
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.
Stratean Inc.
/s/ Zachary Bradford
Zachary Bradford
CFO
Date: December 1, 2014
| 2 |
* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.
Articles
of Merger
(PURSUANT TO NRS 92A.200)
Page 2
| 2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (If a foreign entity is the survivor in the merger-NRS 92A.190): |
| Attn: |
|
c/o:
The Doney Law Firm
4955 S. Durango Rd. Ste 165 Las Vegas, NV 89113 |
| 3) (Choose one) |
| [ ] The undersigned declars that a plan of merger has been adopted by each constituent entity (NRS 92A.200). |
| [X] The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180). |
| 4) Owner’s approval (NRS 92A.200)(options a,b, or c must be used, as applicable for each entity) (If there are more than four merging entities, check box [ ] and attached an 8 ½” X 11” blank sheet containing the required information for each additional entity.): |
| (a) Owner’s approval was not required from |
| Stratean Inc. |
| Name of merging entity, if applicable |
| and, or: |
| SmartData Corporation |
| Name of surviving entity, if applicable |
| 2 |
Articles
of Merger
(PURSUANT TO NRS 92A.200)
Page 3
| (b) The plan was approved by the required consent of the owners of *: |
| Name of merging entity, if applicable |
| and, or: |
| Name of surviving entity, if applicable |
* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.
| 3 |
Articles
of Merger
(PURSUANT TO NRS 92A.200)
Page 4
| (c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160): |
|
The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. |
| Name of merging entity, if applicable |
| and, or: |
| Name of surviving entity, if applicable |
| 4 |
Articles
of Merger
(PURSUANT TO NRS 92A.200)
Page 5
| 5) Amendments, If any, to the articles of certificate of the surviving entity. Provide article numbers, if avaliable. (NRS 92A.200)*: |
|
Article I is hereby amended in its entirety to read:
Article
I: Name
|
| 6) Location of Plan of Merger (check a or b): |
| [ ] (a) The entire plan of merger is attached; |
| [ X ] (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200). |
| 7) Effective date (optional)**: |
* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.
** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).
| 5 |
Articles
of Merger
(PURSUANT TO NRS 92A.200)
Page 6
|
8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
(If there are more than four merging entities, check box [ ] and attached an 8 ½” X 11” blank sheet containing the required information for each additional entity.): |
||
| Stratean Inc. | ||
| Name of merging entity | ||
| X /s/ Zachary Bradford | President | 11/14/14 |
| Signature | Title | Date |
| Name of surviving entity | ||
| X /s/ Zachary Bradford | CFO | 11/14/14 |
| Signature | Title | Date |
* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.
| 6 |