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) February 17, 2010
VITAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-127915 98-0464272
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
245 Drumlin Circle, Concord, Ontario, Canada L4K 3E4
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (905) 482-0200
Not Applicable.
(Former name or former address, if changed since last report.)
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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.
On February 17, 2010, we filed a Certificate of Amendment to our Articles of Incorporation, as amended, to increase our shares of authorized common stock from 100,000,000 to 1,000,000,000. The effective date of the Certificate of Amendment is February 19, 2010.
A copy of the Certificate of Amendment filed with the Delaware Secretary of State is attached to this current report as Exhibit 3.1 and is incorporated herein by reference.
This report contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks and uncertainties as may be detailed from time to time in our public announcements and filings with the U.S. Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law.
Item 9.01. Financial Statements and Exhibits.
EXHIBIT NUMBER DESCRIPTION
3.1 Certificate of Amendment to the Certificate of Incorporation, dated February 17, 2010 (filed herewith).
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.
Vital Products, Inc.
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(Registrant)
Date February 18, 2010
/s/ Michael Levine
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(Signature)
Name: Michael Levine
Title: Chief Executive Officer
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION OF VITAL PRODUCTS, INC.
Vital Products, Inc. filed a Certificate of Incorporation with the Secretary of State of Delaware on May 27, 2005, a Certificate of Designation on April 20, 2009, and an Amendment to the Certificate of Incorporation on May 27, 2009. Following is an Amendment to the Certificate of Incorporation:
It is hereby certified that:
1. The name of the corporation (the "Corporation") is Vital Products, Inc.
2. The Certificate of Incorporation is hereby amended by replacing Article FOURTH to read:
"FOURTH: The total number of shares of stock which the corporation shall have authority to issue is: one billion and one million (1,001,000,000) shares, consisting of a class of one billion (1,000,000,000) shares of Common Stock, par value of $0.0001 per share and a class of one million (1,000,000) shares of Preferred Stock, par value of $0.01 per share.
The Preferred Stock authorized by this Certificate of Incorporation shall be issued in series.
The Board of Directors is authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series. The Board of Directors shall have the authority to determine the number of shares that will comprise each series. For each series, the Board of Directors shall determine, by resolution or resolutions adopted prior to the issuance of any shares thereof, the designations, powers, preferences, limitations and relative or other rights thereof, including but not limited to the following relative rights and preferences, as to which there may be variations among different series:
(a) The rate and manner of payment of dividends, if any;
(b) Whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption;
(c) The amount payable for shares in the event of liquidation, dissolution or other winding up of the Corporation;
(d) Sinking fund provisions, if any, for the redemption or purchase of shares;
(e) The terms and conditions, if any, on which shares may be converted or exchanged;
(f) Voting rights, if any; and
(g) Any other rights and preferences of such shares, to the full extent now or hereafter permitted by the General Corporation Law of the State of Delaware."
3. Pursuant to a resolution of its Board of Directors, a written consent of a majority of stockholders was obtained in accordance with Delaware General Corporation Law pursuant to which a total of 120,000,155 votes, constituting 55.70% of the total votes entitled to be cast on the action were voted in favor of the Amendment.
4. This Certificate of Amendment of the Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
5. In accordance with Section 103(d) of the General Corporation Law of the State of Delaware, this Certificate of Amendment shall be effective on February 19, 2010.
Signed this 17th day of February, 2010.
VITAL PRODUCTS, INC.
/s/ Michael Levine ------------------- Michael Levine President, Chief Executive Officer and Chairman of the Board |