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EX-3.1 - EXHIBIT 3.1 - CROSSROADS SYSTEMS INCv371796_ex3-1.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): March 14, 2014

 

CROSSROADS SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-15331 74-2846643
(State or other jurisdiction of
incorporation)
(Commission File Number) (IRS Employer Identification
Number)

 

11000 North Mo-Pac Expressway

Austin, Texas 78759
(Address of principal executive offices)

 

(512) 349-0300
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 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 3.03Material Modification of Rights of Security Holders.

 

The disclosure set forth in Item 5.03 below is incorporated herein by reference.

 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 14, 2014, following the 2014 Annual Meeting of Stockholders (the “2014 Annual Meeting”) of Crossroads Systems, Inc. (“Crossroads”), Crossroads filed an amendment to the Certificate of Designation of 5.0% Series F Convertible Preferred Stock (the “Amendment”). The Amendment provides that the “full-ratchet” anti-dilution provisions (as described below) with respect to Crossroads’ 5.0% Series F Convertible Preferred Stock (the “Series F Preferred Stock”) expire at 5:00 p.m. Central time, on March 14, 2014. Following the expiration of the “full-ratchet” anti-dilution provisions, the Series F Preferred Stock will be reclassified into stockholders’ equity.

 

Prior to the Amendment, the Certificate of Designation of 5.0% Series F Convertible Preferred Stock contained an anti-dilution adjustment provision pursuant to which, prior to the earlier to occur of (A) twelve months following the original issue date of March 28, 2013 and (B) the date on which Crossroads indicated a positive earnings per share in its public disclosures (excluding one-time, non-operational gains), if Crossroads issued or was deemed to have issued additional shares of common stock without consideration or for a consideration per share less than the applicable conversion price, which was $2.0625 per share, then the conversion price of the Series F Preferred Stock would have been reduced, concurrently with such issue, to the consideration per share received by Crossroads for such issue or deemed issue of the additional shares of common stock. Such a mechanism is commonly referred to as a “full ratchet” anti-dilution adjustment, and the full adjustment would have been triggered without regard to the number of shares issued or deemed issued.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment attached hereto as Exhibit 3.1 and incorporated by reference herein.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

Crossroads held its 2014 Annual Meeting of Stockholders on March 14, 2014. The following is a summary of each matter voted upon at the 2014 Annual Meeting.

 

 
 

 

Proposal 1. Election of Directors

 

At the meeting, Crossroads’ stockholders elected a board of directors consisting of the following four members to serve until the 2015 Annual Meeting of Stockholders, or until the election and qualification of their successors, or their earlier death, resignation or removal. The voting results were as follows:

 

  For Withheld Broker Non-Votes
Richard K. Coleman, Jr. 8,389,839 12,162 4,686,401
Jeffrey E. Eberwein 8,390,807 11,194 4,686,401
Don Pearce 8,364,365 37,636 4,686,401
Robert G. Pearse 8,391,057 10,944 4,686,401

Proposal 2. Ratification of Independent Public Accounting Firm

 

Crossroads’ stockholders ratified the appointment of PMB Helin Donovan, LLP as Crossroads’ independent registered public accounting firm for the fiscal year ending October 31, 2014. The voting results were as follows:

 

For Against Abstentions
13,071,739 11,399 5,264

Proposal 3. Amendment to Crossroads’ Certificate of Incorporation by an amendment to the Certificate of Designation of Crossroads’ 5.0% Series F Convertible Preferred Stock to provide that the “full-ratchet” anti-dilution provisions with respect to Crossroads’ 5.0% Series F Convertible Preferred Stock expire on March 14, 2014

 

Crossroads’ stockholders approved the Amendment to Crossroads’ Certificate of Incorporation by an amendment to the Certificate of Designation of Crossroads’ 5.0% Series F Convertible Preferred Stock to provide that the “full-ratchet” anti-dilution provisions with respect to our 5.0% Series F Convertible Preferred Stock expire on March 14, 2014. The voting results were as follows:

 

  For Against Abstentions Broker Non-Votes
Common Stock 5,208,174 34,063 5,483 4,686,401
Series F Preferred Stock 3,306,467 0 0 0
Item 9.01Financial Statements and Exhibits.

 

Exhibit No. Description

 

3.1Certificate of Amendment to the Certificate of Designation of 5.0% Series F Convertible Preferred Stock.

 

 
 

  

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.

 

 

 

  CROSSROADS SYSTEMS, INC.  
       
       
Date:  March 14, 2014 By: /s/ Jennifer Crane  
    Name:  Jennifer Crane  
    Title:  Chief Financial Officer  

 

 
 

  

Exhibit Index

 

Exhibit No. Description

 

3.1Certificate of Amendment to the Certificate of Designation of 5.0% Series F Convertible Preferred Stock.