SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 1, 2018
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SITESTAR CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Nevada |
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000-27763 |
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88-0397234 |
(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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1518 Willow Lawn Drive |
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Richmond, VA |
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23230 |
(Address of principal executive offices) |
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(Zip Code) |
(434) 382-7366
(Registrant’s telephone number, including area code)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03 - Material Modification to Rights of Security Holders .
The Board of Directors of Sitestar Corporation (the “Company”), previously approved, on March 29, 2018, a reverse stock split of all of the Company’s Common Stock, pursuant to which every 125 shares of Common Stock of the Company shall be reverse split, reconstituted and converted into one (1) share of Common Stock of the Company (the “Reverse Stock Split”).
To effectuate the aforesaid Reverse Stock Split, the Company filed on May 23, 2018 a Certificate of Change Pursuant to Nevada Revised Statutes (“NRS”) Section 78.209 (the “Certificate of Change”) with the Secretary of State of the State of Nevada, with a specified effective filing date of June 1, 2018. Under Nevada law, because the Reverse Stock Split was approved by the Board of Directors of the Company in accordance with NRS Sections 78.207 and 78.209, no stockholder approval was required. A copy of the Certificate of Change is attached hereto as Exhibit 3.1 and incorporated herein by reference.
The Company submitted an Issuer Company Related Action Notification regarding the Reverse Stock Split to the Financial Industry Regulatory Authority (“FINRA”) on May 22, 2018. Following receipt thereof, FINRA has requested additional information and documentation from the Company. FINRA has not yet declared an effective date (the “FINRA Effective Date”) for the Reverse Stock Split in the marketplace. Accordingly, while the Certificate of Change became effective under Nevada state corporate law on June 1, 2018, the Reverse Stock Split will not become effective as to shareholders or the marketplace until the FINRA Effective Date . However, upon the FINRA Effective Date, shares of Common Stock of the Company will begin trading on a split-adjusted basis.
Effects of the Reverse Stock Split
Split Adjustment; No Fractional Shares . On the FINRA Effective Date, the total number of shares of the Company’s Common Stock held by each stockholder will convert automatically into the number of whole shares of Common Stock equal to (i) the number of shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) one hundred twenty five (125). No fractional shares will be issued, and no cash or other consideration will be paid. Rather, any fraction of a share of Common Stock that otherwise would result from the Reverse Stock Split will be rounded up to the next whole share of Common Stock. That is, stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre- Reverse Stock Split shares of the Company’s Common Stock not evenly divisible by one hundred twenty five (125), will have the number of post-Reverse Stock Split shares of the Company’s Common Stock to which they are entitled rounded up to the next whole number of shares of the Company’s Common Stock.
Ownership Unchanged . Immediately after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain unchanged except for minor adjustments resulting from the Company’s election to round up any fraction of a share of Common Stock that otherwise would have resulted from the Reverse Stock Split. The rights and privileges of the holders of shares of Common Stock of the Company will be substantially unaffected by the Reverse Stock Split.
Capitalization . Immediately prior to the Certificate of Change becoming effective, the aggregate number of shares which the Company had the authority to issue was Three Hundred Fifty Million (350,000,000) shares of Common Stock at $.001 par value, and Thirty Million (30,000,000) shares of Serial Preferred Stock at $.001 par value. As a result of the Certificate of Change and Reverse Stock Split, the aggregate number of shares which the Company has the authority to issue is Two Million Eight Hundred Thousand (2,800,000) shares of Common Stock at $.125 par value, and Thirty Million (30,000,000) shares (unchanged) of Serial Preferred Stock at $.001 par value.
Certificates . Stockholders who are holding their shares in electronic form do not have to take any action as the effect of the Reverse Stock Split will be automatically reflected in their accounts following the FINRA Effective Date. Following the FINRA Effective Date, stockholders holding paper stock certificates may (but are not required to) exchange their certificates for new stock certificates reflecting the terms of the Reverse Stock Split by contacting the Company’s transfer agent below.
6725 Via Austi Parkway
Suite 300
Las Vegas, Nevada 89119
Telephone: 800-785-7782
CUSIP Number and Trading Symbol . Both the Company’s CUSIP number and the trading symbol for shares of Common Stock of the Company, which trade on the OTCQB Market of the OTC Markets Group Inc., will change on the FINRA Effective Date as a result of the Reverse Stock Split and, as reported below, the Company’s name change. The new CUSIP number will be 293706 107. The Company has requested that its new trading symbol be “ENDI”.
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 above regarding the Reverse Stock Split is incorporated herein by reference.
As previously reported under Item 5.07 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2018, the Company received, at its 2018 Annual Meeting of Shareholders held on May 19, 2018, approval from the holders of a majority of the outstanding shares of Common Stock of the Company to amend the Company’s Articles of Incorporation, as amended to date, to change the name of the Company from Sitestar Corporation to Enterprise Diversified, Inc.
To effectuate the aforesaid amendment and name change, the Company filed on May 23, 2018 a Certificate of Amendment to the Articles of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada, with a specified effective filing date of June 1, 2018. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.2 and incorporated herein by reference.
The Company submitted an Issuer Company Related Action Notification regarding the Company’s name change to FINRA on May 22, 2018. Following receipt thereof, FINRA has requested additional information and documentation from the Company. FINRA has not yet declared the FINRA Effective Date for the Company’s name change in the marketplace. Accordingly, while the Certificate of Amendment became effective under Nevada state corporate law on June 1, 2018, the Company’s name change will not become effective as to shareholders or the marketplace until the FINRA Effective Date . However, upon the FINRA Effective Date, the name of the Company will be Enterprise Diversified, Inc.
Both the Company’s CUSIP number and the trading symbol for shares of Common Stock of the Company, which trade on the OTCQB Market of the OTC Markets Group Inc., will change on the FINRA Effective Date as a result of the Company’s name change and, as reported above, the Reverse Stock Split. As reported above, the new CUSIP number will be 293706 107, and the Company has requested that its new trading symbol be “ENDI”.
Item 9.01 - Financial Statements and Exhibits.
(a) Financial statements of businesses acquired – not applicable
(b) Pro forma financial information – not applicable
(c) Shell company transactions – not applicable
(d) Exhibits:
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.
Date: June 7, 2018 |
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SITESTAR CORPORATION |
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By: |
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/s/ Steven L. Kiel |
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Steven L. Kiel |
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President & CEO |
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BARBARA K. CEGAVSKE
202 North Carson Street
Carson City, Nevada 89701-4201
Website: www.nvsos.gov |
Exhibit 3.1
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Certificate of Change Pursuant
to NRS 78.209
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Change filed Pursuant to NRS 78.209
For Nevada Profit Corporations
1. Name of corporation:
Sitestar Corporation
2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.
3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:
Three Hundred Fifty Million (350,000,000) shares of Common Stock at $.001 par value; and Thirty Million (30,000,000) shares of Serial Preferred Stock at $.001 par value. |
4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:
Two Million Eight Hundred Thousand (2,800,000) shares of Common Stock at $.125 par value; and Thirty Million (30,000,000) shares of Serial Preferred Stock at $.001 par value. |
5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:
Every 125 shares of Common Stock shall be reverse split, reconstituted and converted into one (1) share of Common Stock.
6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:
No fractional shares shall be issued. Any fraction of a share of Common Stock that otherwise would result from this reverse stock split shall be rounded up to the next whole share of Common Stock.
7.Effective date and time of filing: (optional) |
Date: |
06/01/2018 |
Time: |
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8. Signature: (required) |
(must not be later than 90 days after the certificate is filed) |
X /s/ Steven L. Kiel |
President & CEO |
Signature of Officer Steven L. Kiel |
Title |
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
Nevada Secretary of State Stock Split
This form must be accompanied by appropriate fees. Revised: 1-5-15
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BARBARA K. CEGAVSKE
202 North Carson Street
Carson City, Nevada 89701-4201
Website: www.nvsos.gov |
Exhibit 3.2
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Certificate of Amendment
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation:
Sitestar Corporation
2. The articles have been amended as follows: (provide article numbers, if available)
Article First is hereby amended to read as follows:
“FIRST. The name of the corporation is: Enterprise Diversified, Inc.”
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 222,854,490
4. Effective date and time of filing: (optional) |
Date: 06/01/2018 |
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(must not be later than 90 days after the certificate is filed) |
5. Signature: (required) |
X /s/ Steven L. Kiel |
Signature of Officer Steven L. Kiel , President & CEO |
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
Nevada Secretary of State Amend Profit-After
This form must be accompanied by appropriate fees. Revised: 1-5-15