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): July 25, 2017
 
 
PARK CITY GROUP, INC.
(Exact name of Registrant as specified in its Charter)
 
 
Nevada
001-34941
37-1454128
(State or other jurisdiction
of incorporation)
(Commission File No.)
(IRS Employer
Identification No.)
 
299 South Main Street, Suite 2225, Salt Lake City, Utah 84111
 
(Address of principal executive offices)
 
 
 
(435) 645-2000
 
(Registrant’s Telephone Number)
 
 
 
Not Applicable
 
(Former name or 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 (see General Instruction A.2. below):
 
☐ 
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 3.03 Material Modification to Rights of Security Holders.
 
On July 25, 2017, Park City Group, Inc. (the “ Company ”) received confirmation that Amendment No. 1 to the First Amended and Restated Certificate of Designation of the Relative Rights, Powers and Preferences of the Series B-1 Preferred Stock (the “ B-1 Amendment ”) was filed with the Nevada Secretary of State, effective July 21, 2017. The B-1 Amendment increases the number of shares of the Company’s preferred stock, par value $0.01 per share, designated as Series B-1 Preferred Stock from 400,000 to 550,000 shares.
 
A copy of the B-1 Amendment is attached hereto as Exhibit 4.1, and is incorporated by reference herein. The foregoing description of the B-1 Amendment does not purport to be complete, and is qualified in its entirety by reference to Exhibit 4.1.
 
Item 9.01 Financial Statements and Exhibits.
 
See Exhibit Index.
 
 
 
 
 
 
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.
 
 
 
 
 
 
 
 
PARK CITY GROUP, INC.
 
 
 
 
Date: July 28, 2017
 
By:
 /s/ Edward L. Clissold
 
 
 
Edward L. Clissold
 
 
 
General Counsel, Secretary
 
 
 
 
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit Number
 
Description
4.1
 
Amendment No. 1 to the First Amended and Restated Certificate of Designation of the Relative Rights, Powers and Preferences of the Series B-1 Preferred Stock of Park City Group, Inc.
 
 
 
 
 
Exhibit 4.1
 
AMENDMENT NO. 1
TO THE
FIRST AMENDED AND RESTATED CERTIFICATE OF DESIGNATION
OF THE RELATIVE RIGHTS, POWERS AND PREFERENCES
OF THE SERIES B-1 PREFERRED STOCK
OF
PARK CITY GROUP, INC.,
A Nevada corporation
 
 

 
Pursuant to Section 78.1955 of the
Nevada Revised Statutes
 
 

 
On behalf of Park City Group, Inc., a Nevada corporation (the “ Company ”), in accordance with the provisions of the Nevada Revised Statutes (the “ NRS ”), the Company's Board of Directors and the holders of 100% of the issued and outstanding shares of Company’s Series B-1 Preferred Stock (the “ Series B-1 Preferred ”) have duly approved and adopted the following resolution amending the Certificate of Designation of the Relative Rights, Powers and Preferences of the Series B-1 Preferred Stock (the “ Certificate of Designation ”):
 
RESOLVED , that, pursuant to the authority granted to and vested in the Board by the provisions of the Articles of Incorporation of the Company, as amended (the “ Articles of Incorporation ”):
 
1.
The second paragraph of the Certificate of Incorporation shall be deleted in its entirety and replaced with the following:
 
“By resolution, the Board of Directors of the Corporation has established, designated and fixed the terms, preferences, limitations and relative rights of up to five hundred fifty thousand (550,000) shares of the authorized and unissued preferred stock of the Corporation, par value $0.01 per share, as “Series B-1 Preferred Stock” (the “ Series B-1 Preferred Stock ”) with the following rights, preferences, powers, privileges and restrictions, qualifications and limitations:”
 
 
 
 
 
 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
 
 
 
 
IN WITNESS WHEREOF , the undersigned have duly signed this Amendment No. 1 to the Certificate of Designation as of this 20th day of July, 2017.
 
  Park City Group, Inc.
 
/s/ Edward L. Clissold
By:  Edward L. Clissold
Title:   Corporate Secretary and General Counsel