Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 19, 2009
Anasazi Capital
Corp.
(Exact
name of Registrant as Specified in its Charter)
Florida
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0-52202
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20-5223382
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||
(State or Other Jurisdiction of Incorporation or
Organization)
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(Commission
file number)
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(I.R.S.
Employer Identification Number)
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513
Vintage Way
Brandon, Florida
33511
(Address
of Principal Executive Offices including Zip Code)
(813)
765-1966
(Registrant’s
Telephone Number, including Area Code)
_________________
(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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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General
Anasazi
Capital Corp., a Florida corporation (the “Company”, “we”, “our” or “us”), has
amended and restated its Articles of Incorporation (the “Articles”) and Bylaws
(the “Bylaws”) to expand the size of the Board of Directors up to seven (7)
members, (ii) include in authorized capital 10 million shares of Preferred
Stock, par value $.001 per share, in addition to the 100 million shares of
Common Stock, par value $.001 per share, which was previously the Company’s sole
class of capital stock, (iii) permit actions by shareholders without a meeting,
(iv) provide indemnification to any director, officer, employee or agent of the
Company and (v) elect not to be governed by Sections 607.0901 and 607.0902 of
the Florida Business Corporation Act, as amended.
Anti-Takeover
Effects of Our Articles of Incorporation, Our Bylaws and Florida
Law
Authorized
but unissued shares
The
authorized but unissued shares of our common stock and our preferred stock will
be available for future issuance without any further vote or action by our
shareholders. These additional shares may be utilized for a variety of corporate
purposes, including future public offerings to raise additional capital,
corporate acquisitions and employee benefit plans.
The
existence of authorized but unissued shares of our common stock and our
preferred stock could render more difficult or discourage an attempt to obtain
control over us by means of a proxy contest, tender offer or merger, or
otherwise.
Shareholder
action; advance notification of shareholder nominations and
proposals
Our
articles of incorporation and bylaws provide that any action required or
permitted to be taken by our shareholders will have to be effected at a duly
called annual or special meeting of shareholders and may be effected by a
consent in writing. Our articles of incorporation also require that special
meetings of shareholders be called only by our board of directors, our Chairman,
our Chief Executive Officer or our President.
Number,
election and removal of the board of directors
Our
articles of incorporation authorize a board of directors consisting of at least
one, but no more than seven, members, with the number of directors to be fixed
from time to time by our board of directors. At each annual meeting
of shareholders, directors will be elected for a one-year term to succeed the
directors whose terms are then expiring. As a result, our board of directors
will be elected each year. Between shareholder meetings, directors
may be removed by our shareholders only for cause, and the board of directors
may appoint new directors to fill vacancies or newly created directorships.
These provisions may deter a shareholder from removing incumbent directors and
from simultaneously gaining control of the board of directors by filling the
resulting vacancies with its own nominees.
Florida
Anti-Takeover Law
We are
not subject to (i) the Florida Control Share Act, which generally provides that
shares acquired in excess of thresholds equaling 20%, 33% and more than 50% of a
corporation's voting power will not possess any voting rights unless such voting
rights are approved by a majority vote of the corporation's disinterested
shareholders, and (ii) the Florida Fair Price Act, which generally requires
approval by disinterested directors or supermajority approval by shareholders
for certain specified transactions between a corporation and a holder of more
than 10% of the outstanding shares of the corporation (or its
affiliates).
The
foregoing description of the amendment and restatement of the Articles and
Bylaws is only a summary, does not purport to be complete and is qualified in
its entirety by reference to the amendment and restatement of the Articles and
Bylaws, which are attached as Exhibits 3.1 and 3.2, respectively, to this
Current Report on Form 8-K and is incorporated herein by reference.
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Item
8.01 Other Events.
Effective
on November 20, 2009, the Company affected a four-for-one forward split of its
outstanding common stock. All shareholders of record of the Company
as of November 20, 2009, will receive four shares of the Company’s common stock
for every one share owned at the close of business on November 20,
2009. The additional shares will be mailed directly by the Company to
the Company’s sole shareholder. Other than the forward split of the
shares of the Company’s common stock described above and the change in the par
value from no par value to $.001 per share, as set forth in the amended and
restated Articles, there were no changes to the Company’s common stock or the
number of shares authorized for issuance.
Item
9.01 Exhibits.
The
following Exhibits are filed herein:
Exhibits
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Exhibit
3.1
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Articles
of Incorporation of the Company, as amended and
restated
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Exhibit
3.2
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Bylaws
of the Company, as amended and
restated
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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.
ANASAZI
CAPITAL CORP
(Registrant)
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Dated:
November 20, 2009
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By:
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/s/ Joel H. Edelson | |
Joel H. Edelson | |||
President
and Chief Executive Officer
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Index to
Exhibits
Anasazi
Capital Corp.
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Exhibit
3.1
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Articles
of Incorporation of the Company, as amended and
restated
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Exhibit
3.2
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Bylaws
of the Company, as amended and
restated
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