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): August 19, 2016 (August 15, 2016)
MoneyOnMobile, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Texas
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000-53997
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20-8592825
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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500 North Akard Street, Suite 2850, Dallas, Texas
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75201
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code:
(214) 758-8600
(Former name, former address and former fiscal year, 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
As disclosed in the Form 8-K dated August 15, 2016, Calpian, Inc. (the “Company”) held a special meeting of shareholders on August 9, 2016, at which the Company obtained sufficient shareholders’ votes to approve a proposal to change the Company’s name to “MoneyOnMobile, Inc.”.
Effective as of August 15, 2016, the Company amended its Certificate of Formation to change the Company’s name to “MoneyOnMobile, Inc.”. The foregoing description of the Amendment is qualified in its entirety by reference to the full text thereof which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
3.1 Certificate of Amendment to Certificate of Formation - For-Profit Corporation of Calpian, Inc.
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.
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MONEYONMOBILE, INC.
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Date: August 19, 2016
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By:
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/s/ Scott S. Arey
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Scott S. Arey
Chief Financial Officer
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EXHIBITS
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Exhibit No.
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Description
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3.1
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Certificate of Amendment to Certificate of Formation - For-Profit Corporation of Calpian, Inc.
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Form
424
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This space reserved for office use.
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Certificate of Amendment
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(Revised 05/11)
Submit in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512/463-5709
Filing Fee:
See instructions
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FILED
In the Office of the
Secretary of State of Texas
AUG 15 2016
Corporations Section
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Entity Information
The name of the filing entity is:
Calpian, Inc.
State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name.
The filing entity is a:
(Select the appropriate entity type below.)
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☑
For-profit Corporation
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Professional Corporation
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Nonprofit Corporation
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Professional Limited Liability Company
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Cooperative Association
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Professional Association
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Limited Liability Company
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Limited Partnership
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The file number issued to the filing entity by the secretary of state is:
0800661948
The date of formation of the entity is: 5/30/2006
Amendments
1. Amended Name
(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)
The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:
The name of the filing entity is: (state the new name of the entity below)
MoneyOnMobile, Inc.
The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable.
2. Amended Registered Agent/Registered Office
The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows:
Registered Agent
(Complete either A or B, but not both. Also complete C.)
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A. The registered agent is an organization
(cannot be entity named above)
by the name of:
____________________________________________________________________________
OR
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B. The registered agent is an individual resident of the state whose name is:
____________________________________________________________________________
First Name M.I. Last Name Suffix
The person executing this instrument affirms that the person designated as the new registered agent has consented to serve as registered agent.
C. The business address of the registered agent and the registered office address is:
___________________________________________________________
TX
_________________
Street Address (No P.O. Box)
City
State
Zip Code
3. Other Added, Altered, or Deleted Provisions
Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.
Text Area (The attached addendum, if any, is incorporated herein by reference.)
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Add
each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows:
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Alter
each of the following provisions of the certificate of formation. The identification or reference of the altered provision and the full text of the provision as amended are as follows:
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Delete
each of the provisions identified below from the certificate of formation.
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Statement of Approval
The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.
Effectiveness of Filing
(Select either A, B, or C.)
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A.
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This document becomes effective when the document is filed by the secretary of state.
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B.
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This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: ___________________________________________
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C.
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This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90
th
day after the date of signing is: ___________________________________________
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The following event or fact will cause the document to take effect in the manner described below:
Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.
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Date: August 10, 2016
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By:
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/s/ Harold H. Montgomery
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Signature of authorized person
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Harold H. Montgomery
Chief Executive Officer
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Printed or typed name of authorized person (see instructions)
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