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
August 9, 2016
Date of Report (Date of earliest event reported)
|
BRIDGEWATER PLATFORMS INC. |
|
(Exact name of registrant as specified in its charter) |
|
Nevada |
333-199582 |
33-123170 |
||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
78 Shorncliffe Road Etobicoke, Ontario, Canada |
M8Z 5K5 |
|
|
(Address of principal executive offices) |
(Zip Code) |
(416) 659-8907
Registrant's telephone number, including area code
________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Effective August 10, 2016, the Board of Directors (the Board") of Bridgewater Platforms Inc., a Nevada corporation (the "Company"), appointed Mr. Michael Ward as a member of the Company's Board. The Board increased its size from two (2) members to three (3) members and appointed Mr. Ward to fill the vacancy.
It is not yet known to which committee(s) of the Board Mr. Ward will be appointed.
There are no arrangements or understandings between Mr. Ward and any person pursuant to which Mr. Ward was selected as a director, and there are no actual or proposed transactions between Mr. Ward or any of his related persons and the Company that would require disclosure under Item 404 (a) of Regulation S-K (17 CFR 229.404(a)) in connection with his appointment as a director of the Company.
As of the date of his appointment there are no Company plans, contracts or arrangements in which Mr. Ward will participate in connection with his appointment.
ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
Effective August 9, 2016, the Board approved and an amendment (the "Amendment") to the Bylaws of the Company with the effect of amending Section 3.3 of the Bylaws to provide that the unanimous consent of the Board is required to approve of any issuance of shares by the Company, approve the consideration to be paid for the issuance of shares of the Company, and to make any further amendments to such section.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, attached hereto as Exhibit 3(ii) and incorporated herein by reference.
ITEM 9.01 EXHIBITS
|
Exhibit number |
Description |
|
| 2 |
|
|
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.
|
BRIDGEWATER PLATFORMS, INC. |
|||
|
DATE: August 12, 2016 |
By: |
/s/ Emanuel Oliveira | |
|
Name: |
Emanuel Oliveira | ||
|
Title: |
President | ||
|
3 |
EXHIBIT 3(ii)
AMENDMENT TO BYLAWS OF
OF
BRIDGEWATER PLATFORMS INC.
Effective August 9, 2016, the Bylaws of BRIDGEWATER PLATFORMS INC., a Nevada corporation (the "Company"), are hereby amended as follows:
Section 3.3 of the Bylaws which read as follows is deleted in its entirety:
"3.3 Quorum and Voting. At any meeting of the Board of Directors, the presence in person (including by electronic means such as a telephone conference call) of a majority of the number of directors presently in office shall constitute a quorum for the transaction of business. Notwithstanding the foregoing, in no case shall a quorum be less than one-third of the authorized number of directors. If a quorum is present at the time of a vote, the affirmative vote of a majority of the directors present at the time of the vote shall be the act of the Board of Directors and of the Corporation except as may be otherwise specifically provided by the Articles of Incorporation, by these Bylaws, or by law. Each director shall have one vote. A director who is present at a meeting of the Board of Directors when action is taken is deemed to have assented to the action taken unless: (a) the director objects at the beginning of the meeting, or promptly upon his or her arrival, to holding it or to transacting business at the meeting; (b) the director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation within a reasonable time after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken."
Effective August 9, 2016, the following Section 3.3 is added to the Bylaws of the Company to replace the previous Section 3.3 in its entirety:
"3.3 Quorum and Voting.
3.3.1 At any meeting of the Board of Directors, the presence in person (including by electronic means such as a telephone conference call) of a majority of the number of directors presently in office shall constitute a quorum for the transaction of business. Notwithstanding the foregoing, in no case shall a quorum be less than one-third of the authorized number of directors. If a quorum is present at the time of a vote, the affirmative vote of a majority of the directors present at the time of the vote shall be the act of the Board of Directors and of the Corporation except as may be otherwise specifically provided by the Articles of Incorporation, by these Bylaws, or by law. Each director shall have one vote. A director who is present at a meeting of the Board of Directors when action is taken is deemed to have assented to the action taken unless: (a) the director objects at the beginning of the meeting, or promptly upon his or her arrival, to holding it or to transacting business at the meeting; (b) the director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation within a reasonable time after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
3.3.2 Notwithstanding any other provision of these Bylaws to the contrary, the unanimous affirmative vote of the Board shall be required to (i) approve of issuances of shares of the Company, (ii) approve the consideration to be paid for the issuance of shares of the Company, and (iii) amend this Section 3.3.2, except for amendments by the shareholders as provided for in these Bylaws."