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EX-3 - EXHIBIT 3.1 - iSatori, Inc.exhibit31.htm

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):  January 16, 2014




ISATORI, INC.

(Exact name of registrant as specified in its charter)




Delaware

 

001-11900

 

75-2422983

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)


15000 W 6th Avenue, Suite 202

Golden, Colorado

 

80401

(Address of principal executive offices)

 

(Zip Code)


Registrant’s telephone number, including area code: 303-215-9174

Not Applicable

(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:


¨

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 (17 CFR 240.14d-2(b))


¨

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 January 16, 2014, iSatori, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation to permit the Company’s stockholders to take action by written consent in lieu of a meeting if the written consent is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted (the “Amendment”).  Pursuant to the Company’s Certificate of Incorporate and Amended and Restated Bylaws, the Amendment was submitted to, and approved by, the Company’s stockholders at a meeting held on June 27, 2013.


The description of the Amendment contained herein is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 hereto and incorporated by reference herein.


Item 9.01.

Financial Statements and Exhibits.


(d)

Exhibits.


Exhibit

No.

 

Description

3.1

 

Amendment to Certificate of Incorporation of iSatori, Inc.







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: February 11, 2014


ISATORI, INC.

 

 

By:

 

/s/ Stephen Adelé

Stephen Adelé

Chief Executive Officer








EXHIBIT INDEX


Exhibit

No.

 

Description

3.1

 

Amendment to Certificate of Incorporation of iSatori, Inc.