Attached files
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EX-3.4 - EXHIBIT 3.4 - Top Shelf Brands Holdings, Corp. | temn_8k-ex3x4.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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) January 4, 2009
TEAM
NATION HOLDINGS CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
|
333-144597
|
98-0441861
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
4667 MacArthur Boulevard, Suite 150, Newport Beach, CA
92660
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: 949 885 9892
(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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
3.02 Unregistered
Sales of Equity Securities.
Item
5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 4, 2010, the Company amended
the Certificate of Designation of Preferences and Rights of Series A Preferred
Stock previously filed with the Nevada Secretary of State of November, 21,
2008. Sixty shares of Amended Series A Preferred Stock have been
authorized. As of the date of issuance of the Series A Preferred
Stock the stated value per share is $1,000 per share. The Series A
Preferred Stock shall not accrue or be paid any dividend. The Series A Preferred
Stock does not have any liquidation preference over the Common
Stock. Each share of the Series A Preferred Stock shall be
entitled to as many votes as equal to one percent (1%) of the Corporation’s
outstanding Common Stock as of the record date for any vote of the Corporation’s
common stock and shall vote with the Common Stock on any matter submitted to the
vote of the Corporation’s Stockholders, including election of
directors. The Corporation shall provide each holder of Series A
Preferred Stock with prior notification of any meeting of the shareholders (and
copies of proxy materials and other information sent to
shareholders). Upon written notice to the Corporation, the
Holders of the Series A Preferred Stock may convert each Share of Series A
Preferred Stock stated in the notice into one percent (1%) of the Corporation’s
outstanding Common Stock as of date of the notice of
conversion. Conversion shall be effected by surrendering
the Holder’s certificate for the Series A Preferred Stock to Corporation with
instructions to convert the same in to Common Stock. The Corporation
shall deliver a certificate for the Common Stock and a new certificate for any
Series A Preferred Stock remaining after the conversion to the Holder with ten
business days of receipt of the certificate for the Series A Preferred
Stock. The Series A Preferred Stock also has protective
provisions to prevent amendment of the preferences and rights with consent of a
majority of the holders of the Series A Preferred Stock.
The
Amended Certificate of Designation became effective on January 5,
2010. Upon effectiveness the Company issued Dennis R. Duffy, Daniel J.
Duffy, Janis Okerlund and Norman Francis, officers and directors of the Company,
each fifteen shares of Series A Preferred Stock as
compensation for services rendered to the Company for the fiscal year ended
December 31, 2009 and as an incentive for continued services in
2010.
Item
9.01 Financial Statements and
Exhibits
(d)
Exhibits.
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Exhibit
Number
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Description
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3.4
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Certificate
of Designation of Preferences and Rights of Series A Preferred
Stock
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SIGNATURE
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: January
8, 2010
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TEAM
NATION HOLDINGS CORPORATION
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By:
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/s/ DENNIS R.
DUFFY
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DENNIS R. DUFFY
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Chief Executive Officer
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