Attached files
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| EX-3.1 - InterMetro Communications, Inc. | ex3-1.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): October 12, 2012
Commission file number 000-51384
INTERMETRO COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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88-0476779
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(State or other jurisdiction of incorporation)
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IRS Employer Identification No.
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2685 Park Center Drive, Building A,
Simi Valley, California 93065
(Address of principal executive offices) (zip code)
(805) 433-8000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2 below):
£ 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 of (17 CFR 240.14d-2(b))
£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act of (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities
On October 12, 2012, InterMetro Communications, Inc., and its subsidiaries (the “Company”) sold 295,000 shares of Series A2 Preferred Stock together with warrants to purchase 295,000 shares of common stock at an exercise price of $0.20 per share in exchange for a total purchase price of $295,000. The securities were sold to accredited investors in a private placement exempt from registration under Regulation D of the Securities Act of 1933, as amended. The Series A2 Preferred stock may be converted into shares of common stock at a conversion rate of 6.66 shares of common stock for each share of Series A2 Preferred, as set forth in the Certificate of Designation attached as Exhibit 3.1.
Item 3.03 Material Modification to Rights of Security Holders
Effective October 12, 2012, the Company authorized Series A2 Preferred Stock described in Item 5.03 below. The holder of the Company’s 25,000 issued and outstanding shares of Series A Preferred Stock may convert such shares into an equal number of shares of Series A2 Preferred Stock at any time. This description is qualified in its entirety by reference to the Certificate of Designation which is attached as Exhibit 3.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective October 12, 2012, the Company established the rights and preferences of Series A2 Preferred Stock. The number of authorized shares is 1,000,000 and the shares are non-voting. The shares generally may be redeemed by the Company for $1.25 per share plus payment of any accrued but unpaid dividends. This description is qualified in its entirety by reference to the Certificate of Designation which is attached as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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.
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Dated: October 17, 2012
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By:
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/s/ David Olert | |
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David Olert
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Chief Financial Officer
(Principal Accounting Officer)
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