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EX-3.1 - CERTIFICATE OF AMENDMENT - root9B Holdings, Inc.certamend.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): August 28, 2014

Commission File Number: 000-50502

PREMIER ALLIANCE GROUP, INC
(Exact Name of registrant as Specified in Its Charter)

Delaware
20-0443575
(State of other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
4521 Sharon Road
Suite 300
Charlotte, North Carolina 28211
(Address of principal executive offices)

(704) 521-8077
(Registrant’s telephone number)


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 (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act




 
 

 


Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
At Annual Meeting of Stockholders of Premier Alliance Group, Inc. (the “Company”) held on August 13, 2014, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 90,000,000 to 125,000,000. The change in the authorized number of shares of the Company’s Common Stock was effected pursuant to an Amendment to the Certificate of Incorporation (the “Amendment to the Certificate of Incorporation”) filed with the Secretary of State of the State of Delaware on August 28, 2014 and was effective as of such date. The foregoing description of the Amendment is qualified in its entirety by the Amendment to the Certificate of Incorporation, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 

Item 9.01                      Financial Statements and Exhibits.

 
(d)
Exhibits.

3.1           Amendment to Certificate of Incorporation.


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 thereto duly authorized.

   
PREMIER ALLIANCE GROUP, INC.
 
   
(Registrant)
 
DATE: August 29, 2014
By:
/s/ Kenneth T Smith
 
   
Kenneth T Smith
 
   
CFO