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): February 26, 2015
Vertical
Computer Systems, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-28685 | 65-0393635 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
|
101 West Renner Road, Suite 300 Richardson, Texas |
75082 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(972) 437-5200
(Registrant’s Telephone Number, Including Area Code)
N/A
(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 February 27, 2015, Vertical Computer Systems, Inc. (the “Company”) filed a Certificate of Amendment of Certificate of Incorporation (the “Amended Certificate of Incorporation”) with the Secretary of State of the State of Delaware to increase the number of authorized shares of Common Stock to 2,000,000,000. The Amended Certificate of Incorporation became effective immediately upon filing. The full text of the Amended Certificate of Incorporation is filed as Exhibit 3.1.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
Annual Meeting of Stockholders
The 2015 Annual Meeting of the stockholders of Vertical Computer Systems, Inc. was held on February 25, 2015, in Richardson, Texas. Stockholders representing 890,462,180 shares, or approximately 87% of the common stock and common stock equivalents (Series A Preferred Stock) as of the January 5, 2015 record date were present in person or were represented at the meeting by proxy, which constituted a quorum to conduct business at the meeting. Final voting results are shown below. Each matter was determined by a majority of votes cast, except that the advisory approval of executive compensation was a non-binding proposal and the preference of the stockholders was determined by the choice receiving the greatest number of votes.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits. |
| Exhibit Number |
Description
|
|
| 3.1 | Certificate of Amendment of Certificate of Incorporation of Vertical Computer Systems, Inc., filed with the Secretary of State of the State of Delaware on February 27, 2015 |
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.
| Vertical Computer Systems, Inc. | |
| (Registrant) |
| Date: February 27, 2015 | By: /s/ Richard Wade |
| Richard Wade | |
| President/CEO |
EXHIBIT INDEX
| Exhibit Number | Description |
|
3.1 |
Certificate of Amendment of Certificate of Incorporation of Vertical Computer Systems, Inc., filed with the Secretary of State of the State of Delaware on February 27, 2015. |
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
VERTICAL COMPUTER SYSTEMS, INC.
Vertical Computer Systems, Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law,
DOES HEREBY CERTIFY:
FIRST : That at a meeting of the Board of Directors of Vertical Computer Systems, Inc., resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the amendment is as follows:
RESOLVED, that Article IV of the Certificate of Incorporation shall be amended to read in its entirety as follows:
The aggregate number of shares which the Corporation shall have the authority to issue is: 2,000,000,000 shares of Common Stock having a par value of $.0000l per share (“Common Stock”); 1,000,000 shares of Series “A” Preferred Stock having a par value of $.001 per share; 375,000 shares of Series “B” Preferred Stock having a par value of $.001 per share; 375,000 shares of Series “C” Preferred Stock having a par value of $.001 per share; and 300,000 shares of Series “D” Preferred Stock having a par value of $.001 per share (collectively “Preferred Stock”).
The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article Fourth, to provide by resolution or resolutions for the issuance of the shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable laws of Delaware, to establish from time to time the number of shares included in any such series, and to fix the designation, powers, preferences and rights of the shares of any such series and the qualifications, limitations or restrictions thereof.
SECOND : That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD : That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF , said Vertical Computer Systems, Inc. has caused this certificate to be signed by its President, this 27th day of February, 2015.
VERTICAL COMPUTER SYSTEMS, INC.
By: /s/Richard Wade
Richard Wade
President and CEO