Attached files
| file | filename |
|---|---|
| EX-3.3 - EXHIBIT 3.3 - Halo Companies, Inc. | gvchalo_8k121509ex33.htm |
| EX-3.2 - EXHIBIT 3.2 - Halo Companies, Inc. | gvchalo_8k121509ex32.htm |
| EX-3.1 - EXHIBIT 3.1 - Halo Companies, Inc. | gvchalo_8k121509ex31.htm |
| EX-99.1 - EXHIBIT 99.1 - Halo Companies, Inc. | gvchalo_8k121509ex991.htm |
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 11, 2009
HALO
COMPANIES,
INC.
(Exact name of Company as
specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
| 000-15862 | 13-3018466 | |
| (Commission File Number) | (IRS Employer Identification No.) |
One Allen Center, Suite 110, 700
Central Expressway South, Allen, Texas 75013
(Address of principal executive
offices)
(Zip
Code)
Company’s
telephone number, including area code: (214) 644-0065
GVC VENTURE
CORP.
(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 Company 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
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[
] Pre-commencement communication pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
Item
5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On
December 11, 2009, GVC Venture Corp. (the “Company”) amended and restated its
then existing Certificate of Incorporation by filing a Restated Certificate of
Incorporation with the Delaware Secretary of State. This filing was
made (a) to change the Company’s name to Halo Companies, Inc., (b) to increase
the number of authorized shares of common stock from 50 million to 375 million,
(c) to eliminate the 80% voting threshold requirements for certain corporate
actions and (d) to modify certain provisions relating to the terms of
directors.
Also on
December 11, 2009, the Company amended its Restated Certificate of Incorporation
by filing an Amendment to Restated Certificate of Incorporation with the
Delaware Secretary of State. This filing was made to effect a 7.57
for one (7.57:1) reverse stock split on the Company’s outstanding common stock
as of November 13, 2009.
On
November 10, 2009, the Company’s Board of Directors approved the Restated
Certificate of Incorporation and the Amendment to Restated Certificate of
Incorporation, subject to stockholder approval. On November 13, 2009,
senior executives of the Company delivered to the Company an executed written
consent of stockholders approving the Restated Certificate of Incorporation and
the Amendment to Restated Certificate of Incorporation. The written
consent reflected the vote of holders of shares representing approximately 94%
of the combined voting power of the Company’s equity securities. The
Restated Certificate of Incorporation and the Amendment to Restated Certificate
of Incorporation became effective on December 11, 2009.
Also on
November 10, 2009, the Company’s Board of Directors approved Amended By-Laws of
the Company (the “By-Laws”). Pursuant to the terms of the Board’s approval, the
By-Laws became effective on December 11, 2009.
A
description of the material provisions of the Restated Certificate of
Incorporation, the Amendment to Restated Certificate of Incorporation and the
Amended By-Laws can be found in the Information Statement on Schedule 14C which
was filed by the Company with the Securities and Exchange Commission on November
20, 2009, and is incorporated herein by reference.
The
Restated Certificate of Incorporation, the Amendment to Restated Certificate of
Incorporation and the Amended By-Laws are attached as Exhibits 3.1, 3.2 and 3.3,
respectively, to this Current Report on Form 8-K.
On
November 10, 2009 the Company’s Board of Directors authorized a change in the
Company's fiscal year end to December 31 from June 30. The Company plans to
report its financial results for the full 12-month period of January 1, 2009
through December 31, 2009 on a Transition Report on Form 10-K. After
filing the Transition Report, the Company’s next fiscal year end will be
December 31, 2010. The Company’s press release, dated December 15, 2009,
announcing the change in fiscal year is included as Exhibit 99.1 to this Current
Report on Form 8-K.
2
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits.
|
Exhibit
Number
|
Description
|
|
3.1
|
Restated
Certificate of Incorporation of GVC Venture Corp. changing the name of the
company to Halo Companies, Inc., filed with the Secretary of State of
the State of Delaware on December 11, 2009.
|
|
3.2
|
Amendment
to Restated Certificate of Incorporation of Halo Companies, Inc., filed
with the Secretary of State of the State of Delaware on December 11,
2009.
|
|
3.3
|
Amended
By-Laws of Halo Companies, Inc., as amended through December 11,
2009.
|
|
99.1
|
Press
Release dated December 15, 2009.
|
3
SIGNATURES
Pursuant
to the requirements of Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Dated: December
15, 2009
HALO
COMPANIES, INC.
By: _______________________________________
Brandon
C. Thompson
Chairman
of the Board,
Chief
Executive Officer and Director
4
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
Restated
Certificate of Incorporation of GVC Venture Corp. changing the name of the
company to Halo Companies, Inc., filed with the Secretary of State of
the State of Delaware on December 11, 2009.
|
|
Amendment
to Restated Certificate of Incorporation of Halo Companies, Inc., filed
with the Secretary of State of the State of Delaware on December 11,
2009.
|
|
|
Amended
By-Laws of Halo Companies, Inc., as amended through December 11,
2009.
|
|
|
|
Press
Release dated December 15, 2009.
|
5