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): May 7, 2013 (April 30, 2013)
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Universal Capital Management, Inc. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
00-51132 |
20-1568059 |
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(State or other jurisdiction of
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(Commission File
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(I.R.S. Employer
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2601 Annand Drive, Suite 16, Wilmington, DE |
19808 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant’s telephone number, including area code : (302) 998-8824 |
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(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:
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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.
On May 3, 2013, the registrant filed a Certificate of Amendment of Certificate of Incorporation with the Department of State of Delaware increasing the total number of shares of stock that the registrant shall have authority to issue from Twenty Million (20,000,000) shares of Common Stock, one-tenth of one cent ($0.001) par value per share to Sixty Million (60,000,000) shares of Common Stock, one-tenth of one cent ($0.001) par value per share. A copy of the Certificate of Amendment of Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 30, 2013, the Company received from stockholders who represent 10,044,600 shares of Common Stock of the registrant, which represents a 50.22% majority of the authorized, issued and outstanding shares of Common Stock of the registrant a written consent of stockholders authorizing the registrant to amend the Certificate of Incorporation of the Company so that the total number of shares of stock that the Company shall have authority to issue is Sixty Million (60,000,000) shares of Common Stock, one-tenth of one cent ($0.001) par value per share. No votes were cast against or withheld as to this matter; and there were no abstentions and broker non-votes as to this matter.
Item 9.01
Financial Statements and Exhibits
Exhibit No.
Description
3.1
Certificate of Incorporation (incorporated by reference to our Form 10 filed with the SEC on January 25, 2005).
3.2
Certificate of Amendment of Certificate of Incorporation (filed herewith)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
UNIVERSAL CAPITAL MANAGEMENT, INC.
By: /s/Michael D. Queen
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Michael D. Queen, CEO
Dated: May 7, 2013
EXHIBIT 3.2
State of Delaware
Secretary of State
Division of Corporations
Delivered 04:47 PM 05/03/2013
Filed 04:47 PM 05/03/2013
SRV 130526046 – 3830078 FILE
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
Universal Capital Management, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
First : That the name of this corporation (the " Corporation ") is Universal Capital Management, Inc.
Second: That the certificate of incorporation of the Corporation was originally filed with the Delaware Secretary of State on August 16, 2004 (the " Certificate of Incorporation ").
Third: The Board of Directors of the Corporation, by unanimous written consent pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, duly adopted the following amendments to the Certificate of Incorporation:
Fourth: That Article FOURTH of the Certificate of Incorporation is amended to read, in its entirety, as follows:
“Fourth: The total number of shares of stock that the Corporation shall have authority to issue is Sixty Million (60,000,000) shares of Common Stock, one-tenth of one cent ($0.001) par value per share.”
Fifth : That, by written consent executed in accordance with Section 228 of the General Corporation Law of the State of Delaware, the holders of a majority of the outstanding stock of the Corporation entitled to vote thereon, and the holders of a majority of the outstanding stock of each class entitled to vote thereon as a class, was given written notice of the proposed amendment to the Certificate of Incorporation and voted in favor of the adoption of the amendment to the Certificate of Incorporation. The necessary number of shares, as required by statute, were voted in favor of the amendment.
Sixth : That said amendments to the Certificate of Incorporation were duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF , the undersigned has executed this Certificate as of the 30th day of April 2013.
UNIVERSAL CAPITAL MANAGEMENT, INC.
By:_ /s/ Michael D. Queen _____
Michael D. Queen,
Chief Executive Officer