Attached files
| file | filename |
|---|---|
| EX-3.2 - AMENDED AND RESTATED BYLAWS - Independent Film Development CORP | ex3ii_bylaws.htm |
| EX-3.1 - AMENDED AND RESTATED ARTICLES OF INCORPORATION - Independent Film Development CORP | ex3i_articlesofinc.htm |
| EX-3.4 - SERIES B CERTIFICATE OF DESIGNATION - Independent Film Development CORP | ex3iv_certofdesignationb.htm |
| EX-3.3 - SERIES AA CERTIFICATE OF DESIGNATION - Independent Film Development CORP | ex3iii_certofdesignationaa.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
INDEPENDENT FILM DEVELOPMENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Nevada | 000-53103 | 56-2676759 |
| (State of Other Jurisdiction | (Commission File | (IRS Employer |
| of Incorporation) | Number) | Identification No.) |
|
845 Third Avenue, 6th Floor New York, NY |
10022 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (310) 295-1711
(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
[ ] 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 3.03 Material Modification to Rights of Security Holders
On February 11, 2015, the Board of Directors of the Company approved an amendment and restatement of the Company’s Articles of Incorporation attached hereto as Exhibit 3(i). The purpose of the amendment and restatement of the Articles of Incorporation was to:
| (i) | Increase the number of authorized shares of Preferred Stock to 15,000,010; |
| (ii) | Increase the number of authorized shares of Common Stock to 2,000,000,000; |
| (iii) | Set the par value of the Common Stock to$0.00001; |
| (iv) | Define, with respect to the Preferred Stock, the manner in which the Board may define the powers, preferences, rights, and restrictions thereof. |
Also on February 11, 2015, the Board of Directors approved an amendment and restatement of the Company’s Bylaws, in the form attached hereto as Exhibit 3(ii).
Also on February 11, 2015, the Board of Directors approved Certificates of Designation to the Company’s Articles of Incorporation, specifying the rights, privileges, preferences, and restrictions of Series AA and B Preferred Stock. The respective Certificates of Designation are attached hereto as Exhibits 3(iii), and 3(iv) to this Current Report.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 11, 2015, the Board of Directors approved a restatement of the Company’s Articles of Incorporation and Bylaws as more particularly described in Item 3.03 above.
Also on February 11, 2015, the Board of Directors approved Certificates of Designation to the Company’s Articles of Incorporation, specifying the rights, privileges, preferences, and restrictions of Series AA and B Preferred Stock. The respective Certificates of Designation are attached hereto as Exhibits 3(iii), and 3(iv) to this Current Report.
Item 5.07 Submission of Matters to a Vote of Security Holders
On February 11, 2015, the Board of Directors and holders of a majority of the voting rights of the Company’s capital stock approved a restatement of the Company’s Articles of Incorporation and Bylaws as more particularly described in Item 3.03 above.
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.
| Independent Film Development Corporation | |
| Date: February 18, 2015 | By: /s/ Jeff Ritchie |
| Jeff Ritchie, interim Chief Executive Officer |