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EX-3.1 - EXHIBIT 3.1 - BOSTON OMAHA Corp | 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): March 14, 2016
BOSTON OMAHA CORPORATION (formerly known as REO PLUS, INC.)
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(Exact name of registrant as specified in its Charter)
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Delaware
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333-170054
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27-0788438
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(State or other jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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(Address and telephone number of principal executive offices, including zip code)
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292 Newbury Street, Suite 333
Boston, Massachusetts 02115
(857) 256-0079
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___________________________________
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(Former name or address, if changed since last report)
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Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Registrant under any of the following provisions (see General Instruction A.2. below):
[ ] 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 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL YEAR |
On March 11, 2016, we amended our Amended and Restated Certificate of Incorporation. This action was taken by means of an action by consent of stockholders owning approximately 89% of our issued and outstanding Common Stock and 100% of our issued and outstanding Class A Common Stock. The Certificate of Amendment reduced the authorized number of shares of our Common Stock from 30,000,000 to 11,000,000, and reduced the number of shares of Common Stock designated as Class A Common Stock from 1,300,000 to 1,161,116. The Certificate of Amendment also reduced the authorized number of shares of our Preferred Stock from 3,000,000 to 1,000,000.
The Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation is attached to this Report on Form 8-K as Exhibit 3.1.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 11, 2016, our stockholders approved, by means of a written consent in lieu of a special meeting, an action to amend our Amended and Restated Certificate of Incorporation. The terms of the amendment are described in Item 5.03 in this Report on Form 8-K and the Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation is attached to this Report on Form 8-K as Exhibit 3.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
Number Exhibit Title
3.1 | Second Certificate of Amendment to Amended and Restated Certificate of Incorporation. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BOSTON OMAHA CORPORATION
(Registrant)
By: /s/ Alex B. Rozek
Alex B. Rozek, Co-Chief Executive Officer
Date: March 14, 2016
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