UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 17 , 2018
REDHAWK HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
|(State of Incorporation)||(Commission File Number)||
120 Rue Beauregard, Suite 206, Louisiana 70508
|(Address of principal executive offices) (Zip Code)|
(Company'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 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))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
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 By laws; Change in Fiscal Year
Effective August 20, 2018, Redhawk Holdings Corp. (the “Corporation”) amended and restated its Articles of Incorporation to increase the amount of total authorized common stock to 2,000,000,000 shares with a par value of $0.001 per share. The Amended and Restated Articles of Incorporation are attached hereto as Exhibit 3.1 and are incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 17, 2018, stockholders holding shares with voting power representing 2,573,011,532 of the 3,245,763,423 then-outstanding votes of the Corporation approved by written consent the proposed amendment to the Corporation’s Articles of Incorporation to increase the amount of total authorized common stock.
Item 9.01. Financial Statements and Exhibits.
|3.1||Amended and Restated Articles of Incorporation|
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.
|Date: July 26, 2019||
RedHawk Holdings Corp.
|By:||/s/ G. Darcy Klug|
|Name:||G. Darcy Klug|
|Title:||Interim Chief Executive Officer and Chief Financial Officer|
AMENDED AND RESTATED ARTICLES OF INCORPORATION
REDHAWK HOLDINGS CORP.
1. The Corporation is a corporation organized and existing under the laws of the State of Nevada, pursuant to those certain Articles of Incorporation of Oliver Creek Resources, Inc., dated as of November 30, 2005.
2. On August 15, 2018, the holders of a majority of the issued and outstanding shares of common stock of the Corporation, in accordance with Sections 78.390 and 78.010(a) of the Nevada Revised Statutes, duly authorized these Amended and Restated Articles of Incorporation of the Corporation restating, integrating and amending the provisions of the Articles of Incorporation, as amended, of this Corporation.
3. The text of the Articles of Incorporation of the Company is amended and restated in the form approved by the holders of a majority of the issued and outstanding shares of common stock of the Corporation to read in its entirety as follows:
The name of the corporation is REDHAWK HOLDINGS CORP.
Section 2.01 RESIDENT AGENT. The name and address of its resident agent for service process is Resident Agents of Nevada, Inc. 711 S. Carson, Suite 4, Carson City, Nevada 89701.
Section 2.02 OTHER OFFICES. The corporation may also maintain offices for the transaction of any business at such other places within or without the State of Nevada as it may from time to time determine. Corporate business of every kind and nature may be conducted, and meetings of directors and stockholders held outside the State of Nevada with the same effect as if in the State of Nevada.
The corporation is organized for the purpose of engaging in any lawful activity, within or without the State of Nevada.
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SHARES OF STOCK
Section 4.01 NUMBER AND CLASS.
(a) The amount of the total authorized common capital stock of this corporation is Two Billion (2,000,000,000) shares with a par value of $0.001 designated as Common Stock. The Common Stock may be issued from time to time without action by the stockholders. The Common Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors.
(b) The amount of the total authorized preferred capital stock of this corporation is Five Thousand (5,000) shares with a par value of $1,000 designated as Preferred Stock. The Preferred Stock may be issued from time to time without action by the stockholders. The Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Preferred Stock may be issued in one or more series, from time to time, with each such series to consist of such number of shares and to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors, and the Board of Directors is hereby expressly vested with the authority, to the full extent now or hereafter provided by law, to adopt any such resolution or resolutions.
Section 4.02 NO PREEMPTIVE RIGHTS. Holders of the Common Stock and the Preferred Stock of the corporation shall not have any preference, preemptive right, or right of subscription to acquire any shares of the corporation authorized, issued or sold, or to be authorized, issued or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and convertible into shares of the corporation, nor to any right of subscription thereto, other than to the extent, if any, the Board of Directors in its discretion, may specifically determine from time to time, including as set forth in any resolution or resolutions providing for the issuance of such Common Stock or Preferred Stock, as applicable, series adopted by the Board of Directors.
Section 4.03 ASSESSMENT OF SHARES. The Common Stock of the corporation, after the amount of the subscription price has been paid, in money, property or services, as the directors of the corporation shall determine, shall not be subject to assessment to pay the debts of the corporation, nor for any other purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended in this particular.
Section 5.01 GOVERNING BOARD. The members of the Board of Directors of the corporation shall be styled directors.
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Section 5.02 NUMBER OF DIRECTORS. The number of directors shall be set forth in the bylaws of the corporation and may be increased or decreased by duly adopted amendment to the bylaws of the corporation.
PERIOD OF DURATION
This corporation is to have A PERPETUAL existence.
DIRECTORS’ AND OFFICERS’ LIABILITY
A director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the unlawful payment of dividends. Any repeal or modification of this Article by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts and omissions prior to such repeal or modification.
Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connections therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this Article. Without limiting the application of the foregoing, the Board of Directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprises, against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person. The indemnification provided in this Article shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.
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Subject at all times to the express provisions of Section 4.03, hereof, which cannot be amended, the corporation reserves the right to amend, alter, change, or repeal any provision contained in these Amended and Restated Articles of Incorporation or its bylaws, in the manner now or hereafter prescribed by statute or by these Amended and Restated Articles of Incorporation or said bylaws, and all rights conferred upon the stockholders are granted subject to this reservation.
POWERS OF DIRECTORS
In furtherance, and not in limitation of the powers conferred by statue, the Board of Directors is expressly authorized:
(1) Subject to the bylaws, if any, adopted by the stockholders, to make, alter or repeal the bylaws of the corporation;
(2) To authorize and cause to be executed mortgages and liens, with or without limit as to amount, upon the real and personal property of the corporation;
(3) To authorize the guaranty by the corporation of securities, evidences of indebtedness and obligations of other persons, corporations and business entities;
(4) To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve; and
(5) By resolution adopted by a majority of the whole Board of Directors, to designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution or in the bylaws, of the Board of Directors in the management of the business and affairs of the corporation, any may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the bylaws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors.
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All corporate powers of the corporation shall be exercised by the Board of Directors except as otherwise provided herein, in accordance with the bylaws, or by law.
IN WITNESS WHEREOF, the undersigned authorized officer has hereunto set his hand this 17th day of August, 2018 hereby declaring and certifying that the facts stated herein above are true.
/s/ G. Darcy Klug
G. Darcy Klug
Chairman and Chief Financial Officer
STATE OF LOUISIANA)
CITY OF LAFAYETTE)
On this 17th day of August, 2018, G. Darcy Klug personally appeared before me, a Notary Public, and acknowledged to me that he executed the foregoing instrument for the purposes therein set forth.
/s/ Samantha M. Hannon
Samantha M. Hannon
Notary ID #133224
State of Louisiana
My commission is for life
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