Attached files
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| EX-3.1 - REMARK HOLDINGS, INC. | ex31to8k09196001_02112015.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): February 11, 2015
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REMARK MEDIA, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-33720
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33-1135689
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3930 Howard Hughes Parkway, Suite 400, Las Vegas, Nevada
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89169
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (702) 701-9514
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N/A
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(Former name or former address, if changed since last report.)
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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):
o 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))
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On February 11, 2015, the Board of Directors of Remark Media, Inc. (the “Company”) approved Amended and Restated Bylaws of the Company (the “Amended Bylaws”) to (i) provide that the number of the directors constituting the entire Board shall be the number, not less than one nor more than 15, fixed from time to time by a majority of the entire Board and (ii) remove the requirement that the Company maintain a standing special committee of the Board. The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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3.1
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Amended and Restated Bylaws
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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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REMARK MEDIA, INC.
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Dated: February 13, 2015
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By:
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/s/ Douglas Osrow
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Name: Douglas Osrow
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Title: Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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Amended and Restated Bylaws
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