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
Date of Report (Date of earliest event reported): August 16, 2017
PREMIER HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 000-53824 | 88-0344135 |
| (State or other jurisdiction | (Commission File | (IRS Employer |
| of incorporation | Number) | Identification No.) |
1382 Valencia, Unit F, Tustin, CA 92780
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (949) 260-8070
Not Applicable
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 5.03. Amendments to Articles of Incorporation or Bylaws
On August 14, 2017, Premier Holding Corporation (the “Company”) filed a Certificate of Amendment to its Amended Articles of Incorporation (the “Articles of Amendment”) with the Secretary of State of Nevada effecting an increase in the authorized shares of common stock from 400,000,000 to 1,400,000,000 (the “Corporate Action”). The number of authorized preferred shares remained unchanged by the Corporate Action at 50,000,000. The Corporate Action and the Articles of Amendment became effective on August 14, 2017, following expiration of a 20-day waiting period following mailing of notification to shareholders of the actions taken by written consent.
A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
The disclosures set forth in Item 5.03 above are incorporated by reference into this Item 5.07.
On June 23, 2017 (the "Record Date"), the Company obtained written consent by the holder of the majority of the voting power of the Company's capital stock approving the Corporate Action.
Item 7.01 Regulation FD Disclosure
The information contained in this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or be otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits.
The following documents are filed herewith:
| Exhibit No. | Description |
| Exhibit 3.1 | Certificate of Amendment of Amended Articles of Incorporation of Premier Holding Corporation. |
| 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.
PREMIER HOLDING CORPORATION
By:
/s/ Randall Letcavage
Randall Letcavage
Chief Executive Officer
August 18, 2017
| 3 |
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
| Certificate of Amendment | |||
| (PURSUANT TO NRS 78.385 and 78.390) | |||
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of Corporation:
PREMIER HOLDING CORPORATION
2. The articles have been amended as follows:
FOURTH: Authorized Shares
1. The total number of shares of stock of all classes which the Corporation shall have authority to issue is One Billion Four Hundred Fifty Million (1,450,000,000) of which Fifty Million (50,000,000) shall be shares of Preferred Stock with a par value of $0.001 per share (“Preferred Stock”), and One Billion Four Hundred Million (1,400,000,000) shall be shares of Common Stock with a par value of $0.0001 per share (“Common Stock”).
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: 53.11%
4. Effective date and time of filing: Date: 8/14/17 Time: 11:37
5. Signature: /s/ Randall Letcavage
* 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.