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): June 6, 2014 (June 5, 2014)


Universal Capital Management, Inc.

(Exact name of registrant as specified in its charter)


Delaware

00-51132

20-1568059

(State or other jurisdiction of
Incorporation or Organization)

(Commission File
Number)

(I.R.S. Employer
Identification No.)


 

 

2601 Annand Drive, Suite 16, Wilmington, DE

19808

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code :  (302) 897-1980


 

(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 June 5, 2014 Universal Capital Management, Inc. (the “ Company ”) filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to:


1.

Effect a one-for-five (1:5) reverse split of its common stock.

2.

Fix the number of authorized shares of common stock after the Reverse Split at one hundred and fifty million (150,000,000) shares of common stock.

3.

Authorize the issuance of fifty million (50,000,000) shares of “blank check” preferred stock, $0.001 par value per share (the “ Preferred Stock ”), to be issued in series, and all properties of such Preferred Stock to be determined by the Company’s Board.


The Certificate of Amendment will become effective at 5:00 p.m. EST on June 18, 2014.


As described in the Company's Definitive Information Statement filed with the Securities and Exchange Commission on May 29, 2014, the Company’s board of directors (“ Board ”) and stockholders owning a majority of the shares of the Company’s outstanding common stock approved an amendment to the Company’s Certificate of Incorporation to:


1.

 authorize, but not require, the Board to amend our Certificate of Incorporation (the “ Amendment ”) to effect a reverse split of our common stock at a ratio of not less than one-for-three (1:3) nor more than one-for-seven (1:7), or not at all.

2.

fix the number of authorized shares of common stock after the Reverse Split at one hundred and fifty million (150,000,000) shares of common stock, which change will result in an increase in the authorized number of shares of common stock.

3.

authorize the issuance of fifty million (50,000,000) shares of “blank check” preferred stock, $0.001 par value per share (the “ Preferred Stock ”), to be issued in series, and all properties of such Preferred Stock to be determined by the Company’s Board.


As a result of the reverse stock split, every five (5) shares of the Company’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 June 19, 2014, the Company’s common stock will trade on the OTCQB on a reverse stock split adjusted basis with the new CUSIP number of 913393203 and it will trade on the OTCQB with a "D" added to the symbol (UCMTD), for 20 trading days beginning June 19, 2014 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 Company’s 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.


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


Item 9.01 Financial Statements and Exhibits

 

Exhibit No.

Description

3.1

Certificate of Amendment to Certificate of Incorporation








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

 

   

Michael D. Queen, CEO

 



Dated: June 6, 2014












EXHIBIT 3.1


STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

TO 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 (the " Certificate of Incorporation ") was originally filed with the Delaware Secretary of State on August 16, 2004.


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:


The total number of shares of all classes of stock which the Corporation shall have authority to issue shall be two hundred million (200,000,000) shares, of which one hundred fifty million (150,000,000) shares shall be common stock, par value $0.001 per share (the " common stock ") and fifty million (50,000,000) shares shall be preferred stock, par value $0.001 per share (the " Preferred Stock "). All of the shares of common stock shall be of one class. The Board of Directors of the Corporation is hereby expressly authorized to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.


Upon the filing and 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 Reverse Stock Split, t he total number of shares of all classes of stock that the Corporation shall have authority to issue shall be two hundred million (200,000,000) shares, consisting of one hundred fifty million (150,000,000) shares of common stock and fifty million (50,000,000) shares of Preferred Stock.


Fifth : This Certificate of Amendment to the Certificate of Incorporation of the Corporation shall become effective on June 18, 2014 at 5:00 pm EDT.


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 5th day of June, 2014.


 

UNIVERSAL CAPITAL MANAGEMENT, INC.

 

 

 

 

 

 

 

By:

/s/ Michael D. Queen

 

 

Michael D. Queen,

 

 

Chief Executive Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:18  PM 06/05/2014

FILED 12:18  PM 06/05/2014

SRV 140801126-3830078 FILE