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): December 8, 2014
VALMIE
RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Nevada |
|
333-180424 |
|
45-3124748 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
999
18th Street, Suite 3000
Denver,
CO 80202
(Address
of principal executive offices)
(720)
946-6390
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, 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))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
On
December 8, 2014, Timothy Franklin, the President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer,
Secretary, Treasurer and sole director of Valmie Resources, Inc. (the “Company”), resigned from all positions held
with the Company. There was no disagreement between the Company and Mr. Franklin at the time of Mr. Franklin’s resignation
on any matter relating to the Company’s operations, practices or policies.
Also
on December 8, 2014, the Company appointed Gerald B. Hammack as the Chairman of the Company and to fill the vacancies resulting
from Mr. Franklin’s resignations. Mr. Hammack will serve as a director of the Company until his successor has been elected
at the next annual meeting of the Company’s shareholders or until his earlier resignation, removal from office or death.
Concurrently, Mr. Hammack was appointed as the sole member of the Company’s audit committee to fill the vacancy resulting
from Mr. Franklin’s resignation as a director.
Gerald
B. Hammack, age 52, has more than 30 years of experience in a variety of technology-related fields, including programming, digital
telephony, database management as well as substantial expertise in the setup and management of complex data processing systems.
From 2008 to the present, he has acted as the Managing Director of Wizard Technical Services, a boutique firm located in Cushing,
Texas, focused on the development of customized technology solutions for a diverse client base, including the development and
management of a cloud-based Internet telephony solution for a niche telephony service provider as well as offsite management and
oversight of legacy hardware and software systems.
Prior
to 2008, Mr. Hammack served as the Director of Technical Services for the Orleans Parish Criminal Sheriff’s Office (OPCSO)
in New Orleans, Louisiana. While holding the rank of Captain, Mr. Hammack’s experience and dedication were instrumental
in restarting OPCSO’s operations after the devastation of Hurricane Katrina.
Mr.
Hammack’s management and technology industry experience led to the conclusion that he should serve as a director of the
Company. He does not currently have any employment agreement in place with the Company, and was not appointed pursuant to any
arrangement or understanding with any other person.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
December 10, 2014, the holders of a majority of the issued and outstanding common stock of the Company approved a set of amended
and restated articles of incorporation that, among other things, increases the Company’s authorized capital to 760,000,000
shares, consisting of 750,000,000 shares of common stock, par value $0.001, and 10,000,000 shares of “blank check”
preferred stock, par value $0.001 (the “Blank Check Preferred Stock”). The Company formally effected the authorized
capital increase and the creation of the Blank Check Preferred Stock by filing the amended and restated articles of incorporation
accompanied by the required certificate with the Nevada Secretary of State on December 11, 2014.
Exhibit
Number |
|
Exhibit
Description |
|
|
|
3.5 |
|
Amended and Restated
Articles of Incorporation filed with the Nevada Secretary of State on December 11, 2014 |
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.
Date: December
12, 2014 |
VALMIE
RESOURCES, INC. |
|
|
|
|
By: |
/s/
Gerald B. Hammack |
|
|
Gerald B. Hammack |
|
|
Chairman,
President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director |
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION
(Pursuant
to Section 78.385 of the
Nevada
Revised Statutes)
VALMIE
RESOURCES, INC., a corporation organized and existing under, and by virtue of, the Nevada Revised Statutes (the “NRS”),
does hereby certify:
|
FIRST: |
The
prior Articles of Incorporation of the Corporation were filed with the Office of the Secretary of State of the State of Nevada
(the “Secretary of State”) on August 25, 2011. |
|
|
|
|
SECOND: |
These
Amended and Restated Articles of Incorporation, which restate, integrate and amend the Articles of Incorporation of the Corporation,
were duly adopted in accordance with Section 78.384 of the NRS. By majority vote on December 10, 2014 the Corporation’s
shareholders approved the filing of these Amended and Restated Articles of Incorporation. |
|
|
|
|
THIRD: |
These
Amended and Restated Articles of Incorporation shall become effective on December 11, 2014. |
|
|
|
|
FOURTH: |
The
Articles of Incorporation of the Corporation, as amended, are hereby amended and restated to read in its entirety as follows: |
ARTICLE
I
NAME
The
name of the Corporation is “Valmie Resources, Inc.” (the “Corporation”).
ARTICLE
II
REGISTERED
OFFICE AND REGISTERED AGENT
The
registered office of the Corporation in the State of Nevada is 311 South Division Street, Carson City, Nevada 89703, and the name
of its registered agent in this state at such address is National Registered Agents, Inc. of Nevada.
ARTICLE
III
PURPOSE
The
purpose for which the Corporation is organized is to engage in any and all lawful business and activities for which corporations
may be organized under the NRS.
ARTICLE
IV
CAPITALIZATION
Section
4.1 |
Authorized
Capital. |
The
aggregate number of shares of all classes of stock which the Corporation shall have authority to issue is 760,000,000 shares;
consisting of, and divided into:
|
a. |
One
class of 10,000,000 shares of “blank check” Preferred Stock, $0.001 par value per share, which may be divided
into and issued in Series, as hereinafter provided; and |
|
|
|
|
b. |
One
class of 750,000,000 shares of Common Stock, $0.001 par value per share. |
Section
4.2 |
Preferred
Stock. |
|
a. |
The
Preferred Stock may be issued from time to time in one or more Series. Authority is hereby expressly granted to and vested
in the Board of Directors to authorize from time to time the issuance of Preferred Stock in one or more Series and to fix
from time to time the number of shares to be included in any Series and the designations, powers, preferences and relative,
participating, option or other special rights, and qualifications, limitations or restrictions thereof, of all shares of such
Series, all of which shall be stated in a resolution or resolutions providing for the issuance of such Preferred Stock (a
“Preferred Stock Designation”). |
|
|
|
|
b. |
Subject
to the rights of the holders of any Series of Preferred Stock pursuant to the terms of any Preferred Stock Designation, the
number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote generally
in the election of directors. |
Section
4.3 |
Common
Stock. |
|
a. |
The
holders of shares of Common Stock shall be entitled to vote upon all matters submitted to a vote of holders of shares of Common
Stock of the Corporation and shall be entitled to one vote for each share of Common Stock held. |
|
|
|
|
b. |
Subject
to the prior rights and preferences (if any) applicable to shares of Preferred Stock of any series, the holders of shares
of Common Stock shall be entitled to receive such dividends (payable in cash, stock or otherwise) as may be declared thereon
by the Board of Directors at any time and from time to time out of any funds of the Corporation legally available therefor. |
|
|
|
|
c. |
In
the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after payment or provision
for payment of the debts and other liabilities of the Corporation and subject to the preferential or other rights (if any)
of the holders of shares of the Preferred Stock in respect thereof, the holders of shares of Common Stock shall be entitled
to receive all of the remaining assets of the Corporation available for distribution to its shareholders, ratably in proportion
to the number of shares of Common Stock held by them. For purposes of this paragraph (c), a liquidation, dissolution or winding-up
of the Corporation shall not be deemed to be occasioned by or to include (i) any consolidation or merger of the Corporation
with or into another corporation or other entity or (ii) a sale, lease, exchange or conveyance of all or a part of the assets
of the Corporation. |
ARTICLE
V
DIRECTORS
Section
5.1 |
Number
and Term. |
The
number of directors of the Corporation shall from time to time be fixed exclusively by the bylaws of the Corporation, as the same
may be amended from time to time (the “Bylaws”).
Section
5.2 |
Limitation
of Personal Liability. |
To
the fullest extent now or hereafter permitted by the NRS, no person who is or was a director of the Corporation shall be personally
liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which
the director derived an improper personal benefit. No amendment to or repeal of this Section 5.2 shall apply to or have any effect
on the liability of any director for or with respect to acts or omissions occurring prior to such amendment or repeal.
ARTICLE
VI
SHAREHOLDERS
Section
6.1 |
Amendment
of Bylaws |
The
board of directors has the power to make, repeal, amend and alter the Bylaws, to the extent provided in the Bylaws. However, the
paramount power to repeal, amend and alter the Bylaws, or to adopt new bylaws, is vested in the shareholders. This power may be
exercised by a vote of a majority of shareholders present at any annual or special meeting of the shareholders. Moreover, the
directors have no power to suspend, repeal, amend or otherwise alter any bylaw or portion of any bylaw so enacted by the shareholders,
unless the shareholders, in enacting any bylaw or portion of any bylaw, otherwise provide.
Section
6.2 |
Personal
Liability of Shareholders |
The
private property of the shareholders of this Corporation is not subject to the payment of corporate debts, except to the extent
of any unpaid balance of subscription for shares.
Section
6.3 |
Denial
of Preemptive Rights |
No
holder of any shares of the Corporation of any class now or in the future authorized shall have any preemptive right as such holder
(other than such right, if any, as the board of directors in its discretion may determine) to purchase or subscribe for any additional
issues of shares of the Corporation of any class now or in the future authorized, nor any shares of the Corporation purchased
and held as treasury shares, or any part paid receipts or allotment certificates in respect of any such shares, or any securities
convertible into or exchangeable for any such shares, or any warrants or other instruments evidencing rights or options to subscribe
for, purchase or otherwise acquire any such shares, whether such shares, receipts, certificates, securities, warrants or other
instruments be unissued, or issued and subsequently acquired by the Corporation; and any such shares, receipts, certificates,
securities, warrants or other instruments, in the discretion of the board of directors, may be offered from time to time to any
holder or holders of shares of any class or classes to the exclusion of all other holders of shares of the same or any other class
at the time outstanding.
Section
6.4 |
Voting
Rights |
Except
as otherwise expressly provided under the NRS or these Articles of Incorporation, the holders of Common Stock shall possess exclusive
voting power for the election of directors and for all other purposes. Every holder of record of Common Stock entitled to vote
shall be entitled to one vote for each share held.
Section
6.5 |
Actions
By Written Consent |
Whenever
the vote of shareholders at a meeting of shareholders is required or permitted to be taken for or in connection with any corporate
action by any provision of the NRS, or of these Articles of Incorporation or of the Bylaws, the meeting and vote of shareholders
may be dispensed with if the proposed corporate action is taken with the written consent of the holders of stock having a majority
of the total number of votes which might have been cast for or in connection with that action if a meeting were held; provided
that in no case shall the written consent be by the holders of stock having less than the minimum percentage of the vote required
by statute for that action, and provided that prompt notice is given to all shareholders of the taking of a corporate action without
a meeting and by less than unanimous written consent.
ARTICLE
VII
AMENDMENTS
The
Corporation shall be deemed, for all purposes, to have reserved the right to amend, alter, change or repeal any provision contained
in its Articles of Incorporation, as amended, to the extent and in the manner now or in the future permitted or prescribed by
statute, and all rights conferred in these Articles of Incorporation upon shareholders are granted subject to that reservation.
ARTICLE
VIII
REGULATION
OF BUSINESS AND AFFAIRS OR CORPORATION
Section
7.1 |
Powers
of the Board of Directors |
|
a. |
In
furtherance and not in limitation of the powers conferred upon the board of directors by statute, the board of directors is
expressly authorized, without any vote or other action by shareholders other than such as at the time shall be expressly required
by statute or by the provisions of these Articles of Incorporation, as amended, or of the Bylaws, to exercise all of the powers,
rights and privileges of the Corporation (whether expressed or implied in these Articles of Incorporation or conferred by
statute) and to do all acts and things which may be done by the Corporation, including, without limiting the generality of
the above, the right to: |
|
i. |
Pursuant
to a provision of the Bylaws, by resolution adopted by a majority of the actual number of directors elected and qualified,
to designate from among its members an executive committee and one or more other committees, each of which, to the extent
provided in that resolution or in the Bylaws, shall have and exercise all the authority of the board of directors except as
otherwise provided by law; |
|
ii. |
To
make, alter, amend or repeal the Bylaws; |
|
|
|
|
iii. |
To
authorize the issuance from time to time of all or any shares of the Corporation, now or in the future authorized, part paid
receipts or allotment certificates in respect of any such shares, and any securities convertible into or exchangeable for
any such shares (regardless of whether those shares, receipts, certificates or securities be unissued or issued and subsequently
acquired by the Corporation), in each case to such corporations, associations, partnerships, firms, individuals or others
(without offering those shares or any part of them to the holders of any shares of the Corporation of any class now or in
the future authorized), and for such consideration (regardless of whether more or less than the par value of the shares),
and on such terms as the board of directors from time to time in its discretion lawfully may determine; |
|
|
|
|
iv. |
From
time to time to create and issue rights or options to subscribe for, purchase or otherwise acquire any shares of stock of
the Corporation of any class now or in the future authorized or any bonds or other obligations or securities of the Corporation
(without offering the same or any part of them to the holders of any shares of the Corporation of any class now or in the
future authorized); |
|
|
|
|
v. |
In
furtherance and not in limitation of the provisions of the above subdivisions (iii) and (iv), from time to time to establish
and amend plans for the distribution among or sale to any one or more of the officers or employees of the Corporation, or
any subsidiary of the Corporation, of any shares of stock or other securities of the Corporation of any class, or for the
grant to any of such officers or employees of rights or options to subscribe for, purchase or otherwise acquire any such shares
or other securities, without in any case offering those shares or any part of them to the holders of any shares of the Corporation
of any class now or in the future authorized; such distribution, sale or grant may be in addition to or partly in lieu of
the compensation of any such officer or employee and may be made inconsideration for or in recognition of services rendered
by the officer or employee, or to provide him/her with an incentive to serve or to agree to serve the Corporation or any subsidiary
of the Corporation, or otherwise as the board of directors may determine; and |
|
|
|
|
vi. |
To
sell, lease, exchange, mortgage, pledge, or otherwise dispose of or encumber all or any part of the assets of the Corporation
unless and except to the extent otherwise expressly required by statute. |
|
b. |
The
board of directors, in its discretion, may from time to time: |
|
i. |
Declare
and pay dividends upon the authorized shares of stock of the Corporation out of any assets of the Corporation available for
dividends, but dividends may be declared and paid upon shares issued as partly paid only upon the basis of the percentage
of the consideration actually paid on those shares at the time of the declaration and payment; |
|
|
|
|
ii. |
Use
and apply any of its assets available for dividends, subject to the provisions of these Articles of Incorporation, in purchasing
or acquiring any of the shares of stock of the Corporation; and |
|
iii. |
Set
apart out of its assets available for dividends such sum or sums as the board of directors may deem proper, as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for maintaining or increasing the property or business of
the Corporation, or for any other purpose it may deem conducive to the best interests of the Corporation. The board of directors
in its discretion at any time may increase, diminish or abolish any such reserve in the manner in which it was created. |
Section
7.2 |
Indemnification |
|
a. |
The
Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by
or in the right of the Corporation) by reason of the fact that he/she is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding
if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct
was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful. |
|
|
|
|
b. |
The
Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, by or in the right of the Corporation to procure a judgment in its favor by reason
of the fact that he/she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection
with the defense or settlement of such action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interests of the Corporation, and, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct
in the performance of his/her duty to the Corporation unless and only to the extent that the court in which such action, suit
or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such other
court shall deem proper. |
|
|
|
|
c. |
To
the extent that any person referred to in paragraphs (a) and (b) of this Article has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to therein or in defense of any claim, issue or matter therein, he/she
shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection
therewith. |
|
d. |
Any
indemnification under paragraphs (a) and (b) of this Article (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he/she has met the applicable standard of conduct set forth in paragraphs (a) and (b)
of this Article. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the
shareholders. |
|
|
|
|
e. |
Expenses
incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of
an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately
be determined that he/she is entitled to be indemnified by the Corporation as provided in this Article. |
|
|
|
|
f. |
The
indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any statute, bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his/her official capacity and as to action in another capacity while holding such office, and 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 a person. |
|
|
|
|
g. |
The
Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against
him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation
would have the power to indemnify him/her against such liability under the provisions of this Article 7. |
|
|
|
|
h. |
For
the purposes of this Article, references to “the Corporation” include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer,
employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as
he/she would if he/she had served the resulting or surviving corporation in the same capacity. |
IN
WITNESS WHEREOF, these Amended and Restated Articles of Incorporation have been executed for and on behalf and in the name of
the Corporation by its duly authorized officer on December 10, 2014.
VALMIE
RESOURCES, INC.
By: |
/s/
Gerald B. Hammack |
|
Name: |
Gerald
B. Hammack |
|
Title: |
President |
|
Valmie Res (CE) (USOTC:VMRI)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Valmie Res (CE) (USOTC:VMRI)
Historical Stock Chart
Von Jun 2023 bis Jun 2024