CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date of Event: August 23, 2010
(date of earliest event reported)
GREEN ENDEAVORS, INC.
(Exact name of registrant as specified in its charter)
UTAH
(State or other jurisdiction of incorporation or organization)
000-54018 (Commission File Number) |
27-3270121 (IRS Employer Identification Number) |
59 West 100 South, Suite 200, Salt Lake City, Utah 84101
(Address of principal executive offices)
(801) 575-8073
(Registrant's telephone number, including area code)
Green Endeavors, Ltd.
(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 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL YEAR
On August 4, 2010 by Written Consent of the majority of the voting rights of the shareholders of the Registrant consent was given to authorize the board of directors to move the domicile of the corporation from Delaware to the State of Utah, in conjunction with that change the following actions will also be taken at the same time; Green will change the name of the corporation to Green Endeavors, Inc., a forward split of the issued and outstanding shares of the common stock on a 1 for five basis, by the same proportion the number of authorized shares will be increased to 2.5 billion to maintain the same ratios of authorized shares to issued shares, amend the designations of the Preferred Stock. The change in the designation of the Supervoting Preferred Stock will increase its voting rights from 10 votes per share to 100 votes per share, and the amendment to the designation of the Series B Preferred Shares will modify the language in the designation regarding changes in the common stock and the time period allowed to the corporation to respond to request for conversion up to 90 days.
These actions of Green Endeavors, Ltd., a Delaware Company, the Registrant, in connection with resolutions of the Board of Directors and the written consent of the holders of in excess of 84% of the voting rights of the shareholders of Green. The board of directors, as approved by the written consent of the holders of in excess of 84% of the voting rights of the shareholders of the Registrant, made the redomicle of the corporation to the State of Utah effective as of August 23, 2010 and the forward split to become effective as of August 26, 2010.
ITEM 9.01 Financial Statements and Exhibits
The following exhibits are included as part of this report:
Exhibit No. |
Page No. |
Description |
3(iii) |
Attached |
PLAN OF MERGER and SHARE EXCHANGE AGREEMENT |
|
|
|
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.
Dated this 26 th day of August, 2010.
Green Endeavors, Inc.
/s/ Richard Surber .
Richard Surber, CEO & President
Exhibit 3(iii)
PLAN OF MERGER and SHARE EXCHANGE AGREEMENT
This Plan of Merger and Share Exchange Agreement (hereinafter call the “Agreement”) is made as of August 4 th , 2010 by and between Green Endeavors, Ltd., a Delaware corporation (“Green Delaware”) and Green Endeavors, Inc. a Utah corporation (“Green Utah”). Green Delaware and Green Utah are sometimes referred to as the “Constituent Corporations.”
Recitals
Agreement
Now, therefore, the parties do hereby adopt this Plan of Merger and Share Exchange Agreement as encompassed within this Agreement and do hereby agree that Green Delaware shall merge into Green Utah on the following terms, conditions and other provisions as set forth herein:
A. Merge. Green Delaware shall be merged with and into Green Utah (the “Merger”) and Green Utah shall be the surviving corporation (the “Surviving Corporation”) effective upon the date of August 20, 2010 or when this Agreement is filed with the State of Utah, whichever date is later (the “Effective Date”).
B. Succession. On the Effective Date, Green Utah shall continue its corporate existence under the laws of the State of Utah and the separate existence and corporate organization of Green Delaware, except insofar as it may be continued by operation of law, shall be terminated and cease.
C. Transfer of Assets and Liabilities. On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.
D. Common Stock of Green Delaware and Green Utah. On the Effective Date, by virtue of the Merger and without any further action on the part of the Constituent Corporations or their shareholders, (i) each share of Common Stock of Green Delaware issued and outstanding immediately prior thereto shall be converted into shares of fully paid and nonassessable shares of the shares of Green Utah at a ratio of 1 to 5, and (ii) each share of Common Stock of Green Delaware issued and outstanding immediately prior thereto shall be canceled and returned to the status of authorized but unissued shares.
Articles of Incorporation and Bylaws. The Articles of Incorporation and Bylaws of Green Utah in effect on the Effective Date shall continue to be the Articles of Incorporation and Bylaws of the Surviving Corporation.
Directors. The directors of Green Delaware immediately preceding the Effective Date shall become the directors of the Surviving Corporation on and after the Effective Date to serve until the expiration of their terms and until their successors are elected and qualified.
Officers. The officers of Green Delaware immediately preceding the Effective Date shall become the officers of the Surviving Corporation on and after the Effective Date to serve at the pleasure of its Board of Directors.
Further Assurances. From time to time and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Green Delaware such deeds and other instruments, and there shall be taken or caused to be taken by it such further and other action, as shall be appropriate or necessary in order to vest or perfect in or to conform of record or otherwise, in the Surviving Corporation the title to and possession of all the property, interests, assets, rights, privileges, immunities, powers, franchises and authority of Green Delaware and otherwise to carry out the purposes of this Merger and this Agreement and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Green Delaware or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.
Amendment. At any time, before or after approval by the shareholders and the directors of Green Delaware, this Agreement may be amended in any manner (except that, the principal terms hereof may not be amended without the further approval of the shareholders of Green Delaware) as may be determined in the judgment of the respective Board of Directors of Green Utah and Delaware to be necessary, desirable, or expedient in order to clarify the intention of the parties hereto or to effect or facilitate the purpose and intent of this Agreement.
Conditions to Merger. The obligations of the Constituent Corporations to effect the transactions contemplated hereby is subject to satisfaction of the following conditions (any or all of which may be waived by either of the Constituent Corporations in its sole discretion to the extent permitted by law): the Merger documents have been approved by the Shareholders and Directors of Green Delaware in accordance with applicable provisions of the laws and statutes of the State of Delaware and any and all consents, permits, authorizations, approvals and orders deemed in the sole discretion of Green Delaware to be material to consummation of the Merger shall have been obtained.
Abandonment or Deferral. At any time before the Effective Date, this Agreement may be terminated and the Merger may be abandoned by the Board of Directors of either Green Utah or Green Delaware or both, notwithstanding the approval of this Agreement by the Shareholders and Directors of Green Delaware and Green Utah, or the consummation of the Merger may be deferred for a reasonable period of time if, in the opinion of the Boards of Directors of Green Delaware and Green Utah, such action would be in the best interest of such corporations. In the event of termination of this Agreement, this Agreement shall become void and of no effect and there shall be no liability on the part of either Constituent Corporation or their respective Boards of Directors or shareholders with respect thereto, except that Green Delaware shall pay all expenses incurred in connection with the Merger or in respect of this Agreement or relating thereto.
Counterparts. In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.
IN WITNESS WHEREOF, this Agreement, having first been duly approved by the Board of Directors of Green Delaware and Green Utah, is hereby executed on behalf of each said corporation and attested by their respective officers thereunto duly authorized.
Green Endeavors, Ltd. Green Endeavors, Inc.
A Delaware Corporation A Utah Corporation
By: /s/ Richard Surber . By: /s/ Richard Surber .
Richard D. Surber Richard D. Surber
President and CEO President and CEO