Attached files
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EX-3.2 - EXHIBIT 3.2 - Crumbs Bake Shop, Inc. | c23858exv3w2.htm |
EX-99.1 - EXHIBIT 99.1 - Crumbs Bake Shop, Inc. | c23858exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2011 (October 25, 2011)
Crumbs Bake Shop, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-35220 | 27-1215274 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
110 West 40th Street, Suite 2100, New York, NY |
10018 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 221-7105
57th Street General Acquisition 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 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective October 25, 2011, the Board of Directors of Crumbs Bake Shop, Inc. (formerly
57th Street General Acquisition Corp.) (the Corporation) adopted Amended and
Restated Bylaws (the Bylaws). The purpose and effect of the amendments to the existing Bylaws is
briefly summarized below. The summary of the amendments made to the existing Bylaws of the
Corporation is not intended to be complete and is qualified in its entirety to the Amended and
Restated Bylaws, attached as Exhibit 3.2 to this Current Report on Form 8-K.
Section 1 of Article I has been modified to provide for a change in the Corporations
registered office and registered agent.
Section 1 of Article II has been modified to add provisions relating the conduct of meetings
of stockholders.
Section 3 of Article II has been modified to provide that a special meeting of stockholders
may be called by the Board of Directors or Chairman of the board.
Section 4 of Article II has been modified to provide that the notice of meetings of
stockholders shall include the record date or dates and the method of remote communication, if any,
established as an alternative to a special or annual meeting held in a designated place.
Section 5 of Article II has been modified to set forth the required quorum in the event that a
separate vote of a series or class or classes is required.
Section 6 of Article II has been modified to provide that the election of directors by a
plurality vote is subject to the rights of holders of one or more series of preferred stock and to
clarify that, as to any matter, other than the election of directors, brought before a meeting of
stockholders, such matter shall be determined by vote of a majority of the votes cast in favor of
such action except as otherwise provided by law, the Certificate of Incorporation or the Bylaws.
Section 7 of Article II has been modified to provide that only holders of the Corporations
Series A Voting Preferred Stock may act by written consent in lieu of a meeting whenever their vote
is required.
Section 2 of Article III has been modified to remove the requirement that the number of
directors be not less than one nor more than nine and to provide that the number of directors shall
be fixed from time to time by vote of a majority of the directors.
Sections 3, 4, 5 and 6 of Article III have been modified to provide that the election,
nomination and removal of directors is subject to the requirements of law, the Certificate of
Incorporation and Bylaws.
Section 8 of Article III has been modified to provide that compensation for directors and
officers shall be determined by a majority of the directors then in office, in consultation with
the Corporations Compensation Committee.
Section 1 of Article IV has been modified to modify the timing requirement for the first
meeting of each newly elected Board of Directors.
Section 2 of Article IV has been modified to clarify notice requirements for regular meetings
of the Board of Directors.
Section 3 of Article IV has been modified to provide that notice of special meetings of the
Board of Directors shall be provided 24 hours in advance by the Chairman or a majority of the
directors then in office.
Section 6 of Article IV and Section 3 of Article V have been modified to provide that action
may be taken without a meeting by the Board of Directors and committees thereof, respectively, by
consent in writing or by electronic transmission.
Sections 1 and 2 of Article VI have been modified to provide that, except as otherwise
provided in the Bylaws or permitted by applicable law, notice to stockholders and to members of
the Board of Directors, respectively, may be given, in addition to first class mail by electronic
transmission in accordance with applicable law (including facsimile, electronic mail and posting on
an electronic network).
Section 1 of Article VII has been modified to eliminate reference to the Chairman of the Board
as an officer of the Corporation.
Article VII has been modified to delete section 5 describing the duties of a Chairman of the
Board and to renumber the remaining sections of Article VII.
Section 1 of Article VIII has been modified to provide that stock certificates shall be signed
by the President or Chief Executive Officer and Secretary or an Assistant Secretary.
Section 5 of Article VIII has been modified to clarify and expand upon the establishment of
one or more record dates for notice to stockholders and to determine stockholders entitled to vote,
if different from the date for notice to stockholders, in connection with meetings and dividends,
to specify that the record date may not precede the date of the Boards resolution and the
establishment of a record date if no record date has been set by Board resolution.
Article IX has been modified to clarify that the scope of indemnity provided by the
Corporation is limited to officers and directors of the Corporation.
Section 4 of Article IX has been modified to expand the scope of indemnity to former directors
or officers of the Corporations and clarify the procedures pursuant to which the Board of
Directors, or a committee of disinterested directors, as the case may be, determine that
indemnification is proper.
Section 5 of Article IX has been modified to require the Corporation to pay expenses incurred
by a director or officer in their defense of certain actions in a timely manner and in advance of a
final disposition of such action, subject to an affirmative determination by a majority of the
disinterested directors then in office that the Corporation has the financial wherewithal to make
such payment.
Section 6 of Article IX has been modified to further clarify that the indemnification of
directors and officers provided by the Bylaws is not exclusive, and to state the Corporations
policy to indemnify covered directors and officers to the fullest extent permitted by law.
Section 13 of Article IX was added to provide the Corporation may, to the extent authorized by
the Board of Directors, provide indemnification rights and advance expenses to employees and agents
of the Corporation similar to those provided to directors and officers.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Stockholders of 57th Street General Acquisition Corp.
(now Crumbs Bake Shop, Inc.) was held on Tuesday, October 25, 2011, at 1:00 p.m., Eastern
Daylight Time, at the offices of Provident State Bank, located at 312 Main Street, Preston,
Maryland 21655. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities
Exchange Act of 1934. There was no solicitation in opposition to the nominees as listed in the
proxy statement. The meeting was held for the following purposes:
Proposal #1: Election of Directors
All four nominees for director, as listed below, were elected. The term of the directors will
be for one year and until his successor is duly elected and qualified. The results of the election
of directors were as follows:
Votes Cast | Votes Cast | Votes | Broker | |||||||||||||||||
Director | For | Against | Withheld | Abstain | Non-Votes | |||||||||||||||
Mark D. Klein |
6,149,594 | | 1,269,216 | | 485,831 | |||||||||||||||
Frederick G. Kraegel |
6,150,104 | | 1,268,706 | | 485,831 | |||||||||||||||
Leonard A. Potter |
6,029,501 | | 1,389,309 | | 485,831 | |||||||||||||||
Andrew J. Moger |
7,275,888 | | 142,922 | | 485,831 |
Proposal #2: Approval of the amendment and restatement of the Certificate of Incorporation
The stockholders voted upon and approved an amendment and restatement of the Certificate of
Incorporation to (i) amend Article FIRST to change the name of the Corporation from
57th Street General Acquisition Corp. to Crumbs Bake Shop, Inc. and (ii) remove
certain language therefrom related to the Corporations earlier status as a special purpose
acquisition company. The result of the approval of the amendment and restatement of the
Certificate of Incorporation was as follows:
Votes Cast | Votes Cast | Votes | Broker | |||||
For | Against | Withheld | Abstain | Non-Votes | ||||
7,883,036
|
7,951 | | 13,654 | |
Proposal #3: Adoption of the amendment to the Certificate of Designation
The stockholders voted to approve the amendment to the Certificate of Designation to, among
other things, specifically eliminate the ability of the holders of the Series A Preferred Stock
(the Series A Holders), as a class, to elect a majority of the Board of Directors if such right
exceeds the Series A Holders aggregate beneficial commensurate ownership. The result of the
approval of the amendment to the Certificate of Designation was as follows:
Series A | ||||||||||||||||
Common | Series A | Preferred | Series A | |||||||||||||
Common | Stock | Common | Preferred | Stock | Preferred | Series A | ||||||||||
Stock | Votes | Stock | Common | Broker | Stock | Votes | Stock | Preferred | ||||||||
Votes | Cast | Votes | Stock | Non- | Votes | Case | Votes | Stock | ||||||||
Cast For | Against | Withheld | Abstain | Votes | Case For | Against | Withheld | Abstain | ||||||||
7,401,127 | 3,951 | | 13,372 | 485,831 | 3,900,000 | | | |
Proposal #4: Approval of the adoption of the Incentive Plan
The stockholders voted upon and approved, adoption of the Incentive Plan pursuant to which
338,295 shares of Common Stock have been reserved for issuance to employees, directors, officers
and other eligible persons upon the exercise of various types of equity awards to be granted
pursuant to the terms of the Incentive Plan. The result of the approval of the Incentive Plan was
as follows:
Votes Cast | Votes Cast | Votes | Broker | |||||
For | Against | Withheld | Abstain | Non-Votes | ||||
7,184,716 | 219,530 | 14,564 | | 485,831 |
Proposal #5: Approval of the ratification of appointment of the independent registered public
accounting firm
The stockholders voted upon and approved the ratification of appointment of the independent
registered public accounting firm for the year ending December 31, 2011. The result of the
ratification of the appointment of Rothstein Kass & Company P.C. as the independent registered
public accounting firm of the Corporation was as follows:
Votes Cast | Votes Cast | Votes | Broker | |||||
For | Against | Withheld | Abstain | Non-Votes | ||||
7,723,912 | 162,381 | | 18,348 | |
Pursuant to the foregoing votes: (i) each of the four director nominees above was elected to
serve as a director for one year and until his successor is duly elected and qualified; (ii) the
Corporation filed its Third Amended and Restated Certificate of Incorporation on October 26, 2011
with the Secretary of State for the State of Delaware to, among other things, change its name to
Crumbs Bake Shop, Inc. from 57th Street General Acquisition Corp.; (iii) the
Corporation filed its Amended and Restated Certificate of Designation on October 26, 2011 with the
Secretary of State for the State of Delaware; (iv) the stockholders approved the Incentive Plan and
(v) the stockholders approved the ratification and appointment of Rothstein Kass & Company P.C. as
the Corporations independent registered public accounting firm.
As disclosed in the
Company’s proxy statement relating to the annual meeting, the
Series A Holders (as defined in the proxy statement) also reelected the
four Series A Directors, namely, Edwin H. Lewis, Jason Bauer, Julian R.
Geiger and Jeffrey D. Roseman, by unanimous written consent prior to the annual
meeting, each such Series A Director to serve for a one year term and
until his successor has been duly elected and qualified.
Item 8.01. Other Events
On October 28,
2011, Crumbs Bake Shop, Inc. (the “Company”) issued a press release
announcing the results of the annual meeting of stockholders held on
October 25, 2011 and the Company’s conference call regarding results
for the third quarter of 2011. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibit is filed herewith:
Exhibit | ||||
Number | Description | |||
3.2 | Amended and Restated Bylaws of Crumbs Bake Shop, Inc. |
|||
99.1 | Press Release dated
October 28, 2011 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
October 28, 2011 | CRUMBS BAKE SHOP, INC. | |||||
By: | /s/ John D. Ireland
|
|||||
Title: Chief Financial Officer |
EXHIBIT INDEX
Exhibit | ||||
Number | Description | |||
3.2 | Amended and Restated Bylaws of Crumbs Bake Shop, Inc. |
|||
99.1 | Press
Release dated October 28, 2011 |