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, 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 July 30, 2010, pursuant to stockholder consent, our Board of Directors authorized an amendment to our Certificate of Incorporation, as Amended, to effect a reverse split of the issued and outstanding shares of our common stock, par value $0.0001, on a 1 for 1,000 basis. We filed the Amendment with the Delaware Secretary of State on July 30, 2010 with an effective date of August 9, 2010 and a Certificate of Correction to the Certificate of Amendment on August 20, 2010, to correct a typographical error. Although the amendment was effective with the State of Delaware on August 9, 2010, the reverse split will not be effected until we receive approval by the Financial Industry Regulatory Authority, Inc., or FINRA.
Upon approval by FINRA, each holder of common stock will receive 1 share of our common stock for each 1,000 shares of our common stock they own immediately prior to the reverse split. We will not issue fractional shares in connection with the foregoing stock split. Fractional shares will be rounded up to the nearest whole share.
A copy of the Certificate of Amendment is attached to this current report as Exhibit 3.1 and a copy of the Certificate of Correction is attached to this current report as Exhibit 3.2. Both exhibits are 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, As
Amended, dated July 30, 2010 (filed herewith).
3.2 Certificate of Correction to the Certificate of Amendment to the
Certificate of Incorporation, as Amended, dated August 20, 2010
(filed herewith).
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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.
Vital Products, Inc.
------------------------
(Registrant)
Date August 25, 2010
By: /s/ Michael Levine
------------------------
(Signature)
Name: Michael Levine
Title: Chief Executive Officer
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION, AS AMENDED,
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 a Certificate of 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 is issue is: one hundred and one million (101,000,000) shares, consisting of a class of one hundred million (100,000,000) shares of Common Stock, par value $0.0001 per share and a class of one million (1,000,000) shares of Preferred Stock, par value $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.
Upon the Certificate of Amendment to the Certificate of Incorporation becoming effective pursuant to the General Corporation Law of the State of Delaware (the "Effective Date"), every one thousand issued and outstanding shares of the Corporation will be combined into and automatically become one outstanding share of Common Stock of the Corporation and the authorized shares of the Corporation shall remain as set forth in this Certificate of Incorporation.
No fractional share shall be issued in connection with the foregoing stock split; all shares of Common Stock so split that are held by a stockholder will be aggregated subsequent to the foregoing split and each fractional share resulting from such aggregation of each series held by a stockholder will be rounded to the nearest whole share. Shares of Common Stock that were outstanding prior to the Effective Date and that are not outstanding after the Effective Date shall resume the status of authorized but unissued shares of Common Stock."
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 August 9, 2010.
Signed this 30th day of July, 2010.
VITAL PRODUCTS, INC.
/s/ Michael Levine ------------------ Michael Levine President, Chief Executive Officer and Chairman of the Board |
Exhibit 3.2
STATE OF DELAWARE
CERTIFICATE OF CORRECTION
Vital Products, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
1. The name of the corporation is Vital Products, Inc.
2. That a Certificate of Amendment was filed by the Secretary of State of Delaware on July 30, 2010 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said Certificate is:
"FOURTH: The total number of shares of stock which the corporation shall have authority to issue is: one hundred and one million (101,000,000) shares, consisting of a class of one hundred million (100,000,000) shares of Common Stock, par value $0.0001 per share and a class of one million (1,000,000) shares of Preferred Stock, par value $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.
Upon the Certificate of Amendment to the Certificate of Incorporation becoming effective pursuant to the General Corporation Law of the State of Delaware (the "Effective Date"), every one thousand issued and outstanding shares of the Corporation will be combined into and automatically become one outstanding share of Common Stock of the Corporation and the authorized shares of the Corporation shall remain as set forth in this Certificate of Incorporation.
No fractional share shall be issued in connection with the foregoing stock split; all shares of Common Stock so split that are held by a stockholder will be aggregated subsequent to the foregoing split and each fractional share resulting from such aggregation of each series held by a stockholder will be rounded to the nearest whole share. Shares of Common Stock that were outstanding prior to the Effective Date and that are not outstanding after the Effective Date shall resume the status of authorized but unissued shares of Common Stock."
4. The preceding paragraph of the Certificate of Amendment is corrected to read as follows:
"FOURTH: The total number of shares of stock which the corporation shall have the 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 $0.0001 per share and a class of one million (1,000,000) shares of Preferred Stock, par value $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.
Upon the Certificate of Amendment to the Certificate of Incorporation becoming effective pursuant to the General Corporation Law of the State of Delaware (the "Effective Date"), every one thousand issued and outstanding shares of the Corporation will be combined into and automatically become one outstanding share of Common Stock of the Corporation and the authorized shares of the Corporation shall remain as set forth in this Certificate of Incorporation.
No fractional share shall be issued in connection with the foregoing stock split; all shares of Common Stock so split that are held by a stockholder will be aggregated subsequent to the foregoing split and each fractional share resulting from such aggregation of each series held by a stockholder will be rounded to the nearest whole share. Shares of Common Stock that were outstanding prior to the Effective Date and that are not outstanding after the Effective Date shall resume the status of authorized but unissued shares of Common Stock."
IN WITNESS WHEREOF, said corporation has caused this Certificate of Correction this nineteenth day of August, A.D. 2010.
By: /s/ Michael Levine ------------------------------ Name: Michael Levine Title: Chief Executive Officer |