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 6, 2015
4CABLE TV INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
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Nevada
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000-53983
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80-0955951
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(State of Other Jurisdiction
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(Commission File
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(IRS Employer
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of Incorporation)
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Number)
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Identification No.)
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1248 Highway 501 Business
Conway, South Carolina
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29526
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (843) 347-4933
(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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 3.02 Unregistered Sales of Equity Securities
On August 6, 2015, the Board of Directors of 4Cable TV International, Inc., a Nevada corporation (the “Company”) issued 5 shares of Series A Preferred Stock (the “Preferred Stock”) to certain officers and directors of the Company (the “Control Persons”).
No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of the shares as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.
Item 3.03 Material Modification to Rights of Security Holders
On August 6, 2015, the Board of Directors of the Company approved the creation of Series A shares of Preferred Stock (“the Preferred Class”). The rights, preferences, privileges, restrictions and characteristics of the Preferred Class are detailed in the Certificate of Designation to the Articles of Incorporation filed hereto as exhibit 3(ii) to this filing.
On August 11, 2015, the Board of Directors of the Company approved the amendment and restatement of the Company’s Articles of Incorporation attached hereto as Exhibit 3(i) (the “Restatement”). The purpose of the Restatement was to:
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(i)
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Increase the number of authorized shares of Common Stock to 5,000,000,000;
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(ii)
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Increase the number of authorized shares of Preferred Stock to 50,000,000;
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(iii)
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Set the par value of the Common and Preferred Stock to $0.00001;
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(iv)
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Authorize the Board of Directors to issue “blank check” Preferred Stock and fix the rights, preferences, privileges, qualifications, limitations, and restrictions of any Preferred Stock issued by the Company, including the number of shares constituting any series or the designation of such series.
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On August 11, 2015, the Board of Directors of the Company approved, following the completed Restatement filing in the state of Nevada, the creation of Series B shares of Preferred Stock (“the Subscription Class”). The rights, preferences, privileges, restrictions and characteristics of the Subscription Class are detailed in the Certificate of Designation to the Articles of Incorporation filed hereto as exhibit 3(iii) to this filing:
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Item 5.01
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Changes in Control of Registrant
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As of August 6, 2015, in connection with the issuance of the Preferred Stock described in Item 3.02 above, The Control Persons hold a controlling beneficial interest in the Company and as a result may unilaterally determine the election of the Board and other substantive matters requiring approval of the Company’s stockholders.
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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 August 11, 2015, Ross De Mello resigned as interim Chief Financial Officer and a member of the Board of Directors of the Company. Mr. De Mello was appointed as the interim Chief Financial Officer and as a Director of the Company in March and May of 2014 respectively.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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As noted in Item 3.03, on August 6, 2015, the Board of Directors of the Company approved the creation of the Preferred Class. The rights, preferences, privileges, restrictions and characteristics of the Preferred Class are detailed in the Certificate of Designation to the Articles of Incorporation filed hereto as an exhibit to this filing.
On August 11, 2015, the Board of Directors approved Restatement as more particularly described in Item 3.03 above.
As noted in Item 3.03, on August 11, 2015, the Board of Directors of the Company approved, following the completed Restatement filing in the state of Nevada, the creation of the Subscription Class as more particularly described in Item 3.03 above. The Certificate of Designation to the Articles of Incorporation is filed hereto as exhibit 3(iii) to this filing.
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Item 5.07 Submission of Matters to a Vote of Security Holders
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On August 11, 2015, the Board of Directors and holders of a majority of the voting rights of the Company’s capital stock approved the Restatement as more particularly described in Item 3.03 above.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits.
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Description |
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3(i)
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Amended and Restated Articles of Incorporation of 4Cable TV International, Inc.
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3(ii)
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Certificate of Designation for Series A Preferred Stock.
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3(iii)
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Certificate of Designation for Series B Preferred Stock.
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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.
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4CABLE TV INTERNATIONAL, INC. |
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Date: August 14, 2015
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By:
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/s/ Steven K. Richey |
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Name: Steven K. Richey |
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Title: Chief Executive Officer |
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AMENDED AND RESTATED ARTICLES OF INCORPORATION
4Cable TV International, Inc., a corporation organized and existing under the laws of the State of Nevada, hereby certifies as follows:
1. Originally incorporated under the name of Liberto, Inc., the original Articles of Incorporation of the corporation were filed with the Secretary of State of Nevada on November 8, 2007.
2. Pursuant to Chapter 78, Title 7 of Nevada Revised Statutes, these Restated Articles of Incorporation restate in its entirety and integrate and further amend the provisions of the Articles of Incorporation of this corporation.
3. These Amended and Restated Articles have been adopted and approved by holders of a majority of the outstanding voting shares of the corporation.
4. The text of the Amended and Restated Articles of Incorporation as heretofore restated in its entirety is hereby restated and further amended to read as follows:
ARTICLES OF INCORPORATION
OF
4CABLE TV INTERNATIONAL, INC.
ARTICLE I. NAME
The name of the corporation is 4CABLE TV INTERNATIONAL, INC. (the “Corporation”).
ARTICLE II. REGISTERED OFFICE
The name and address of the Corporation’s registered office in the State of Nevada is Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, in the City of Reno, in the State of Nevada.
ARTICLE III. PURPOSE
The purpose or purposes of the corporation is to engage in any lawful act or activity for which corporations may be organized under Nevada Law.
ARTICLE IV. CAPITAL STOCK
The Corporation is authorized to issue two classes of shares to be designated, respectively, "Preferred Stock" and "Common Stock". The number of shares of Preferred Stock authorized to be issued is Fifty Million (50,000,000). The number of shares of Common Stock authorized to be issued is Five Billion (5,000,000,000). The Preferred and Common Stock shall have a par value of $0.00001 per share.
(A) Provisions Relating to the Common Stock. Each holder of Common Stock is entitled to one vote for each share of Common Stock standing in such holder's name on the records of the Corporation on each matters submitted to a vote of the stockholders, except as otherwise required by law.
(B) Provisions Relating to the Preferred Stock. The Board of Directors (the "Board") is authorized, subject to limitations prescribed by law and the provisions of this article 4, to provide for the issuance of the shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Nevada, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:
(1) The number of shares constituting that series and distinctive designation of that series;
(2) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which dates or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;
(3) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
(4) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board shall determine;
(5) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;
(6) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;
(7) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of share of that series;
(8) Any other relative or participation rights, preferences and limitations of that series;
(9) If no shares of any series of Preferred Stock are outstanding, the elimination of the designation, powers, preferences, and right of such shares, in which event such shares shall return to their status as authorized but undesignated Preferred Stock.
ARTICLE V. BOARD OF DIRECTORS
(A) Number. The number of directors constituting the entire Board shall be as fixed from time to time by vote of a majority of the entire Board, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office.
(B) Vacancies. Vacancies on the Board shall be filled by the affirmative vote of the majority of the remaining directors, though less than a quorum of the Board, or by election at an annual meeting or at a special meeting of the stockholders called for that purpose.
(C) The election of directors need not be by written ballot.
ARTICLE VI. BYLAWS
In furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation.
ARTICLE VII. LIABILITY
To the fullest extent permitted by Nevada law as the same exists or as may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any amendment or repeal of this Article VII will not eliminate or reduce the affect of any right or protection of a director of the Corporation existing immediately prior to such amendment or repeal.
ARTICLE XIII. STOCKHOLDER MEETINGS
Meetings of stockholders may be held within or without the State of Nevada as the Bylaws may provide. The books of the Corporation may be kept outside the State of Nevada at such place or places as may be designated from time to time by the Board or in the Bylaws of the Corporation.
ARTICLE IX. AMENDMENT OF ARTICLES OF INCORPORATION
The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the Secretary of 4Cable TV International, Inc., pursuant to Chapter 78, Article 7 of Nevada Revised Statutes, hereby declare and certify, under penalties of perjury, that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 11th day of August, 2015.
CERTIFICATE OF DESIGNATIONS, PREFERENCES,
RIGHTS AND LIMITATIONS
OF SERIES A PREFERRED STOCK
1.1. DESIGNATION AND NUMBER OF SHARES. 5 shares of Series A Preferred Stock, par value $0.001 per share (the "Preferred Stock"), are designated pursuant to Article III of the Corporation's Articles of Incorporation (the “Series A Preferred Stock” or “Series A Preferred Shares”).
1.2 CONVERSION RIGHTS. Shares of Series A Preferred Stock shall not be convertible into common stock of the Corporation, nor any other class of common or preferred shares of the Corporation.
1.3 ISSUANCE. Shares of Preferred Stock may only be issued in exchange for the partial or full retirement of debt held by Management, employees or consultants, or as directed by a majority vote of the Board of Directors. The number of Shares of Preferred Stock to be issued to each qualified person (member of Management, employee or consultant) holding a Note shall be determined by the following formula:
For retirement of debt:
n
∑xi = number of shares of Series A Preferred Stock to be issued
i = 1
where x1 + x2 + x3 …+…xn represent the discrete notes and other obligations owed the lender (holder), which are being retired.
1.4 VOTING RIGHTS.
a. If at least one share of Series A Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time, regardless of their number, shall have voting rights equal to four times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of votes of all other classes of preferred stock which are issued and outstanding at the time of voting.
b. Each individual share of Series A Preferred Stock shall have the voting rights equal to:
[four times the sum of: {all shares of Common Stock issued and outstanding at time of voting + the total number of votes of all other classes of preferred stock which are issued and outstanding at the time of voting }]
divided by:
[the number of shares of Series A Preferred Stock issued and outstanding at the time of voting]
CERTIFICATE OF DESIGNATIONS, PREFERENCES,
RIGHTS AND LIMITATIONS
OF SERIES B PREFERRED STOCK
1.1. DESIGNATION AND NUMBER OF SHARES. 10,000,000 shares of the Company's authorized Preferred Stock, par value $0.00001 per share are designated Series B Preferred Stock (the "Preferred Stock") pursuant to Article IV of the Corporation's Amended Articles of Incorporation (the “Series B Preferred Stock” or “Series B Preferred Shares”).
1.1.1 ISSUANCE. Shares of Series B Preferred Stock may be issued to holders of debt of the company, or others, as determined by a majority vote of the Board of Directors.
1.2. DIVIDENDS. The holders of Series B Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.
1.3. LIQUIDATION RIGHTS. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series B Preferred Stock, the holders of the Series B Preferred Stock shall be entitled to be paid out of the assets of the Corporation an amount equal to $1.00 per share or, in the event of an aggregate subscription by a single subscriber for Series B Preferred Stock in excess of $100,000, $0.997 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) (the "Preference Value"), plus all declared but unpaid dividends, for each share of Series B Preferred Stock held by them. After the payment of the full applicable Preference Value of each share of the Series B Preferred Stock as set forth herein, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Corporation’s Common Stock.
1.4.CONVERSION AND ANTI-DILUTION.
(a) Each share of Series B Preferred Stock shall be convertible at par value, currently $0.00001 per share, and subject to adjustment as may be determined by the Board of Directors from time to time (the "Conversion Rate"). For example, assuming a par value of $0.00001 per share for Series B Preferred, each share of Series B Preferred Stock would be convertible into 100,000 shares of Common Stock. Such conversion shall be deemed to be effective on the business day (the "Conversion Date") following the receipt by the Corporation of written notice from the holder of the Series B Preferred Stock of the holder's intention to convert the shares of Series B Stock, together with the holder's stock certificate or certificates evidencing the Series B Preferred Stock to be converted.
(b) Promptly after the Conversion Date, the Corporation shall issue and deliver to such holder a certificate or certificates for the number of full shares of Common Stock issuable to the holder pursuant to the holder's conversion of Series B Preferred Shares in accordance with the provisions of this Section. The stock certificate(s) evidencing the Common Stock shall be issued with a restrictive legend indicating that it was issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and that it cannot be transferred unless it is so registered, or an exemption from registration is available, in the opinion of counsel to the Corporation. The Common Stock shall be issued in the same name as the person who is the holder of the Series B Preferred Stock unless, in the opinion of counsel to the Corporation, such transfer can be made in compliance with applicable securities laws. The person in whose name the certificate(s) of Common Stock are so registered shall be treated as a holder of shares of Common Stock of the Corporation on the date the Common Stock certificate(s) are so issued.
All shares of Common Stock delivered upon conversion of the Series B Preferred Shares as provided herein shall be duly and validly issued and fully paid and non-assessable. Effective as of the Conversion Date, such converted Series B Preferred Shares shall no longer be deemed to be outstanding and all rights of the holder with respect to such shares shall immediately terminate except the right to receive the shares of Common Stock issuable upon such conversion.
(c) The Corporation covenants that, within 30 days of receipt of a conversion notice from any holder of shares of Series B Preferred Stock wherein which such conversion would create more shares of Common Stock than are authorized, the Corporation will increase the authorized number of shares of Common Stock sufficient to satisfy such holder of shares of Series B submitting such conversion notice.
(d) Shares of Series B Preferred Stock are anti-dilutive to reverse splits, and therefore in the case of a reverse split, are convertible to the number of Common Shares after the reverse split as would have been equal to the ratio established in Section 1.4(a) prior to the reverse split. The conversion rate of shares of Series B Preferred Stock, however, would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split.
1.5 VOTING RIGHTS. Each share of Series B Preferred Stock shall have ten votes for any election or other vote placed before the shareholders of the Company.
1.6 PRICE.
(a) The initial price of each share of Series B Preferred Stock shall be $2.50.
(b) The price of each share of Series B Preferred Stock may be changed either through a majority vote of the Board of Directors through a resolution at a meeting of the Board, or through a resolution passed at an Action Without Meeting of the unanimous Board, until such time as a listed secondary and/or listed public market develops for the shares.
2.7 LOCK-UP RESTRICTIONS ON CONVERSION. Shares of Series B Preferred Stock may not be converted into shares of Common Stock for a period of: a) six (6) months after purchase, if the Company voluntarily or involuntarily files public reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934; or b) twelve (12) months if the Company does not file such public reports.
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