Current Report Filing (8-k)
September 16 2014 - 3:24PM
Edgar (US Regulatory)
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):
September 10, 2014
DRINKS AMERICAS HOLDINGS, LTD.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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000-19086
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87-0438825
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State of
Incorporation
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Commission
File Number
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IRS Employer
I.D. Number
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25 West Easy Street, #306, Simi Valley, CA 93065
Address of principal executive offices
Registrant's telephone number: (805) 530-2574
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
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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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On September 10, 2014, Drinks Americas Holdings, Ltd. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation in order to decrease the par value of the Company’s capital stock from $0.001 to $0.0001.
The foregoing summary of the Certificate of Amendment, is not complete, and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is attached as an exhibit to this Current Report on Form 8-K. Readers should review the Certificate of Amendment for a complete understanding of the terms and conditions therein.
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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On September 10, 2014, the Company obtained the written consent in lieu of a meeting of stockholders from the holders of a majority of the Company’s outstanding securities entitled to vote approving an amendment to the Company Certificate of Incorporation in order to decrease the par value of the Company’s capital stock from $0.001 to $0.0001.
As of September 16, 2014, the Company had 1,082,982,992 shares of Common Stock issued and outstanding.
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Financial Statements and Exhibits
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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.
Dated: September 16, 2014
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DRINKS AMERICAS HOLDINGS, LTD.
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/s/ Timothy Owens
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Timothy Owens, Chief Executive Officer
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Exhibit 99.1
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State of Delaware
Secretary of State
Division of Corporations
Delivered 04:55 PM 09/10/2014
FILED 04:55 PM 09/10/2014
SRV 141164595 – 3925963 FILE
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
DRINKS AMERICAS HOLDINGS, LTD.
(Pursuant to Section 242 of the Delaware General Corporation Law)
Drinks Americas Holdings, Ltd., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:
1. The Certificate of Incorporation of the Corporation is herby amended by changing ARTICLE FOURTH, so that, as amended, said ARTICLE FOURTH shall be and read as follows:
“FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is Five Billion One Million (5,001,000,000) shares, consisting of Five Billion (5,000,000,000) shares of common stock, $.0001 par value per share (the “Common Stock”), and One Million (1,000,000) shares of preferred stock, $.0001 par value per share (“Preferred Stock”).
The Shares of Preferred Stock may be issued from time to time in one or more series, in any manner permitted by law, as determined from time to time by the Board of Directors, and stated in the resolution or resolutions providing for the issuance of such shares adopted by the Board of Directors pursuant to authority herby vested in it. Without limiting the generality of the foregoing, shares in such series shall have such voting powers, full or limited, or no voting powers, and shall have such designations, preferences and relative, participating, optional, or other special rights, and qualifications, providing for the issuance of such shares adopted by the Board of Directors pursuant to authority hereby vested in it. The number of shares of any such series so set forth in such resolution or resolutions may be increased (but not above the total number of authorized shares of Preferred Stock) or decreased (but not below the number of shares thereof then outstanding) by further resolution or resolutions adopted by the Board of Directors pursuant to authority hereby vested in it.”
2. The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to vote thereon.
IN WITNESS WHEREOF, I have signed this Certificate this 11th day of September, 2014.
/s/ Timothy Owens
Timothy Owners
Chief Executive Officer
Drinks Americas (CE) (USOTC:DKAM)
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