SMTP, Inc. (Form: 8-K, Received: 12/17/2013 10:01:53)

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): December 17, 2013 (December 13, 2013)

SMTP, Inc.

(Exact name of registrant as specified in its charter)


Delaware	0-54309	05-0502529
(State or other jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


1 Tara Boulevard, Suite 200, Nashua, NH		03062
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: 877-705-9362 Ext. 205

1810 E. Sahara Ave. Suite 111 Las Vegas, NV 89104

(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 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 13, 2013, the registrant filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a one-for-five (1:5) reverse split of its common stock. The Certificate of Amendment will become effective at 5:00 p.m. EST on December 26, 2013.

As described in the Company's Definitive Information Statement filed with the Securities and Exchange Commission on December 5, 2013, on November 22, 2013 the registrant’s board of directors and stockholders owning a majority of the shares of the registrant’s outstanding common stock approved an amendment to the registrant’s certificate of incorporation to effect a reverse stock split of the registrant’s common stock, at a ratio of one-for-three (1:3) to one-for-seven (1:7), or not at all. On December 11, 2013, the board of directors determined to effect a one-for-five (1:5) reverse stock split ratio and authorized the implementation of the reverse stock split.

As a result of the reverse stock split, every five (5) shares of the registrant’s pre-reverse split common stock will be combined and reclassified into one (1) share of common stock. Beginning with the opening of trading on December 27, 2013, the registrant’s common stock will trade on the OTCQB on a reverse stock split adjusted basis with the new CUSIP number of 784589 202 and it will trade on the OTCQB with a "D" added to the symbol (SMTPD), for 20 trading days beginning December 27, 2013 to designate that it is trading on a post-reverse split basis, and will resume trading under the symbol "SMTP" after the 20-trading day period has expired.

No fractional shares will be issued in connection with the reverse stock split. In accordance with the Certificate of Amendment, the registrant’s stockholders who would have otherwise been due a fractional share will receive a full share. Proportional adjustments will be made to the registrant’s outstanding warrants, stock options and other equity awards and to the registrant’s equity compensation plans to reflect the reverse stock split.

A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this report and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On December 17, 2013, 2013 the registrant issued a press release announcing the one-for-five (1:5) reverse split of its common stock.

The full text of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 8.01 Other Events.

On December 11, 2013, the registrant moved its principal executive offices to 1 Tara Boulevard, Suite 200, Nashua, New Hampshire 03062.

Item 9.01 Financial Statements and Exhibits

Exhibit No.

Description

3.1

Certificate of Amendment to Certificate of Incorporation

99.1

Press release dated December 17, 2013

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.


SMTP, INC.

By:	/s/ Jonathan M. Strimling
	Jonathan M. Strimling,
	Chief Executive Officer

Dated: December 17, 2013

EXHIBIT 3.1

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF INCORPORATION

SMTP, 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 SMTP, Inc.

Second: That the certificate of incorporation of the Corporation was originally filed with the Delaware Secretary of State on November 22, 2010 (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 hereby amended by adding the following new paragraph:

Upon effectiveness (the "Effective Time" ) pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each five (5) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the "Reverse Stock Split" ). No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to be rounded up to the next whole share of Common Stock . Each certificate that immediately prior to the Effective Time represented shares of Common Stock ( "Old Certificates" ), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to adjustment for fractional share interests as described above. For purposes of clarity, after the Effective Time, t he total number of shares of all classes of stock that the Corporation shall have authority to issue shall remain at Fifty-Five Million (55,000,000) shares, consisting of 50,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock.

Fifth : This Certificate of Amendment to the Certificate of Incorporation of the Corporation shall become effective on December 26, 2013 at 5:00 pm EST.

Sixth : 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 numbers of shares, as required by statute, were voted in favor of the amendment.

Seventh : 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 13 day of December, 2013.


	SMTP, INC.

	By:	/s/ Jonathan Strimling
		Jonathan Strimling,
		Chief Executive Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:12 PM 12/13/2013

FILED 03:08 PM 12/13/2013

SRV 131424089 – 4901640 FILE

EXHIBIT 99.1

SMTP, Inc. Files Certificate of Amendment to Effect 1 for 5 Reverse Split

NASHUA, N.H., Dec. 17, 2013 (GLOBE NEWSWIRE) -- SMTP, Inc. ( SMTP ), a global provider of email delivery services, announced today that it has filed a Certificate of Amendment to its Certificate of Incorporation (the "Certificate of Amendment"), with the Secretary of State of the State of Delaware, to effect a 1-for-5 reverse stock split of the its common stock (the "Reverse Stock Split"). The Certificate of Amendment will become effective at 5:00 p.m. EST on December 26, 2013.

As a result of the Reverse Stock Split, every five shares of the Company's pre-Reverse Stock Split common stock will be combined and reclassified into one share of its common stock. Beginning with the opening of trading on December 27, 2013, the registrant's common stock will trade on the OTCQB on a reverse stock split adjusted basis with the new CUSIP number of 784589 202 and it will trade on the OTCQB with a "D" added to the symbol (SMTPD), for 20 trading days beginning December 27, 2013 to designate that it is trading on a post-reverse split basis, and will resume trading under the symbol "SMTP" after the 20-trading day period has expired.

No fractional shares will be issued in connection with the Reverse Stock Split. In accordance with the Certificate of Amendment, SMTP stockholders who would have otherwise been due a fractional share will receive a full share. Proportional adjustments will be made to the Company's outstanding warrants, stock options and other equity awards and to the Company's equity compensation plans to reflect the Reverse Stock Split.

Stockholders who hold their shares in brokerage accounts or "street name" will not be required to take any action to effect the exchange of their shares. Stockholders of record who hold physical certificates will receive a transmittal letter from the Company's transfer agent requesting that they surrender their old stock certificates for new stock certificates reflecting the adjusted number of shares resulting from the reverse stock split. Stockholders of record who hold their shares in book-entry form will receive a notice from the Company's transfer agent informing them that the number of shares they hold has been adjusted on the transfer agent's books and that they do not need to take any further action to adjust the number of shares held in their name.

Interwest Transfer Co., Inc., SMTP's transfer agent, will act as the exchange agent for purposes of implementing the exchange of stock certificates. Stockholders can contact Interwest Transfer Co., Inc. with any questions at 801-272-9294 ext. 30.

Also, on December 11, 2013, the registrant moved its principal executive offices to 1 Tara Boulevard, Suite 200, Nashua, New Hampshire 03062.

About SMTP, Inc.

SMTP is a leading provider of services to facilitate email delivery, with a focus on marketing email delivery, but also supporting bulk and transactional sending, reputation management, compliance auditing, abuse processing and issue resolution. Our services provide customers with the ability to increase the deliverability of email with less time, cost and complexity than handling it themselves.

SMTP, Inc. is a dividend-paying, publicly-traded company headquartered in Nashua, NH, and can be found on the web at http://www.smtp.com .

Safe Harbor Statement

The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words "may," "will," "should," "plans," "explores," "expects," "anticipates," "continues," "estimates," "projects," "intends," and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing new customer offerings, changes in customer order patterns, changes in customer offering mix, continued success in technological advances and delivering technological innovations, delays due to issues with outsourced service providers, and various other factors beyond the Company's control.

Contact:

Investor Contact:
Brendan Hopkins
RedChip Companies, Inc.
Tel: +1-800-733-2447, ext. 134
info@redchip.com
http://www.redchip.com