UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
March 2, 2016
JRjr33, Inc.
(Exact name of registrant as specified in its charter)
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Florida
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001-36755
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98-0534701
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation or organization)
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Identification No.)
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2950 North Harwood Street, 22
nd
Floor, Dallas, Texas 75201
(Address of principal executive offices and zip code)
(972) 398-7120
(Registrant’s telephone number, including area code)
CVSL Inc.
(Former name or former address, if changed since the 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))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On March 3, 2016, the Board (the “Board”) of Directors of CVSL Inc. (the “Company”) appointed William Randall to serve as the Board’s Lead Independent Director. For his service as Lead Independent Director, Mr. Randall received an award of common stock valued at $10,000 (which is an additional 20% of the annual $50,000 equity award granted to all non-employee directors), which equals an award of 9,616 shares of common stock under the Company’s 2015 Stock Incentive Plan.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 2, 2016, the Company filed an amendment to its Articles of Incorporation with the Secretary of State of the State of Florida (the “Amendment”) to change the name of the Company to JRjr33, Inc. effective as of March 7, 2016. The Company will do business as JRJR Networks.
The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
On March 3, 2016, the Company scheduled its 2016 Annual Meeting of Stockholders (the “Annual Meeting”) for September 15, 2016.
The date of the Annual Meeting represents a change of more than 30 days from the anniversary of the Company’s 2015 Annual Meeting of Stockholders held on June 23, 2015. As a result, pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, the Company has set a new deadline for the receipt of any stockholder proposals submitted pursuant to Rule 14a-8 for inclusion in the Company’s proxy materials for the Annual Meeting. The new deadline for the submission of such stockholder proposals is the close of business on April 18, 2016.
The Company believes that receiving Rule 14a-8 stockholder proposals by such date will provide the Company with a reasonable period of time for the review, consideration and, if appropriate, inclusion of any such proposals before it begins to print and send its proxy materials to stockholders for the Annual Meeting. Such proposals will also need to comply with the rules of the Securities and Exchange Commission regarding the inclusion of Rule 14a-8 stockholder proposals in the Company’s proxy materials, and may be omitted from the Company’s proxy materials if not in compliance with applicable requirements.
All such stockholder proposals should be addressed to JRJR Networks, 2950 North Harwood Street, 22
nd
Floor, Dallas, Texas 75201, Attention: Corporate Secretary.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1. Articles of Amendment to the Articles of Incorporation
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, thereunto duly authorized.
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CVSL Inc.
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Date: March 7, 2016
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By:
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/s/ John P. Rochon
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John P. Rochon
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Chief Executive Officer and President
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ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
CVSL INC.
(NAME OF CORPORATION AS CURRENTLY FILED WITH THE FLORIDA DEPT. OF STATE)
P11000056213
Document Number of Corporation (if known)
Pursuant to the provisions of section 607.1006, Florida Statutes, this
Florida Profit Corporation
adopts the following amendment(s) to its Articles of Incorporation:
A.
IF AMENDING NAME. ENTER THE NEW NAME OF THE CORPORATION:
_______________________________
JRjr33, Inc.
_______________________________________________
THE NEW NAME MUST BE DISTINGUISHABLE AND CONTAIN THE WORD "CORPORATION," "COMPANY," OR "INCORPORATED" OR THE ABBREVIATION "CORP.," "INC." OR CO.," OR THE DESIGNATION "CORP," "INC.," OR "CO". A PROFESSIONAL CORPORATION NAME MUST CONTAIN THE WORD "CHARTERED," PROFESSIONAL ASSOCIATION, OR THE ABBREVIATION "P.A."
B.
ENTER NEW PRINCIPAL OFFICE ADDRESS, IF APPLICABLE:
2950 North Harwood Street, 22nd
(PRINCIPAL OFFICE ADDRESS
MUST BE A STREET ADDRESS
)
Floor
_______________________
Dallas, Texas 7520
____________
C.
ENTER NEW MAILING ADDRESS, IF APPLICABLE:
___________________________
(MAILING ADDRESS
MAY BE A POST OFFICE BOX
) ___________________________
___________________________
D.
IF AMENDING THE REGISTERED AGENT AND/OR REGISTERED OFFICE ADDRESS IN FLORIDA, ENTER THE NAME OF THE NEW REGISTERED AGENT AND/OR THE NEW REGISTERED OFFICE ADDRESS
:
NAME OF NEW REGISTERED AGENT:
(Florida street address)
NEW REGISTERED OFFICE ADDRESS:
, Florida______________________
(City) (Zip Code)
NEW REGISTERED AGENT'S SIGNATURE, IF CHANGING REGISTERED AGENT:
I HEREBY ACCEPT THE APPOINTMENT AS REGISTERED AGENT. I AM FAMILIAR WITH AND ACCEPT THE OBLIGATIONS OF THE POSITION.
____________________________________________________________________________
SIGNATURE OF NEW REGISTERED AGENT, IF CHANGING
IF AMENDING THE OFFICERS AND/OR DIRECTORS, ENTER THE TITLE AND NAME OF EACH OFFICER/DIRECTOR BEING REMOVED AND TITLE. NAME. AND ADDRESS OF EACH OFFICER AND/OR DIRECTOR BEING ADDED:
(ATTACH ADDITIONAL SHEETS, IF NECESSARY)
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TYPE OF ACTION
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TITLE
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NAME
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ADDRESS
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1)
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Change
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Add
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Remove
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2)
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Change
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Add
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Remove
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3)
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Change
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Add
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Remove
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4)
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Change
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Add
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Remove
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5)
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Change
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Add
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Remove
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6)
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Change
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Add
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Remove
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E.
IF AMENDING OR ADDING ADDITIONAL ARTICLES. ENTER CHANGE(S) HERE:
(ATTACH ADDITIONAL SHEETS, IF NECESSARY). (BE SPECIFIC)
F.
IF AN AMENDMENT PROVIDE FOR AN EXCHANGE, RECLASSIFICATION, OR CANCELATION OF ISSUED SHARES, PROVISIONS FOR IMPLEMENTING THE AMENDMENTIF NOT CONTAINED IN THE AMENDMENT ITSELF
:
(IF NOT APPLICABLE, INDICATE N/A)
The date of each Amendment(s) adoption:
February 1, 2016
____________________________
Effective date
if applicable
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March 7, 2016
______________________________
(NO MORE THAN 90 DAYS AFTER AMENDMENT FILE DATE)
Adoption of Amendments (
CHECK ONE
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The amendment(s) was/were adopted by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval.
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The amendment(s) was/were approved by the shareholders through voting groups. THE FOLLOWING STATEMENT MUST BE SEPARATELY PROVIDED FOR EACH VOTING GROUP ENTITLED TO VOTE SEPARATELY ON THE AMENDMENT(S):
"The number of votes cast for the amendment(s) was/were sufficient for approval
By
"
(VOTING GROUP)
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The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.
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The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder—action was not required.
Dated: February 29, 2016
Signature:
/s/ John P. Rochon
(By a director, president or other officer—if directors or officers have not been selected, by an incorporator—if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary)
John P. Rochon
(Typed or printed name of person signing)
Chief Executive Officer
(Title of person signing)