Attached files
| file | filename |
|---|---|
| EX-3.1 - AMENDMENT TO THE BYLAWS OF SUNSHINE PCS CORPORATION - SUNSHINE PCS CORP | exhibit3-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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): January 8, 2010
Date of report (Date of earliest event reported): January 8, 2010
SUNSHINE PCS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 333-50948 | 30-0076986 | ||
| (State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification | ||
| Incorporation) | Number) |
65 Highland
Road
Rye, New York 10580
(Address of Principal Executive Offices)(Zip Code)
(701) 924-1000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Rye, New York 10580
(Address of Principal Executive Offices)(Zip Code)
(701) 924-1000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year
On January 8, 2010, the Board of Directors of Sunshine PCS Corporation (the
“Company”) unanimously approved an amendment to Article VI of the Company’s
Bylaws (“Bylaws”) to allow for the issuance and transfer of uncertificated
shares. Article VI of the Company’s Bylaws previously provided that the interest
of each stockholder would be evidenced by a physical stock certificate, and this
Section now provides that shares of the Company may be certificated,
uncertificated or a combination thereof. The Bylaws continue to provide that
transfer of certificated shares shall only occur upon surrender of the
certificate.
The above summary is qualified in its entirety by reference to the full text of
the Amendment to the Bylaws, a copy of which is attached as Exhibit 3.1 to this
Current Report on Form 8-K. The full text of the Amendment to the Bylaws is
incorporated herein by reference.
Item 8.01 Other Events.
On January 8, 2010, the Board of Directors of the Company set an effective date
of January 25, 2010 (the “Effective Date”) for the reverse stock split approved
by the Company’s stockholders on December 22, 2009. Under the terms of the
reverse stock split, each 1,000 shares of the Company’s Class A Common Stock
will be converted into one share of Class A Common Stock and holders of fewer
than 1,000 shares of Class A Common Stock on the Effective Date will receive
$0.05 per pre-split share.
After the Effective Date the Company will file a Form 15 with the Securities and
Exchange Commission and cease reporting as a public company.
Item 9.01. Financial Statements and
Exhibits.
| Exhibit | ||
| No. | Description | |
| 3.1 | Amendment to the Bylaws of Sunshine PCS Corporation | |
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.
| Sunshine PCS Corporation | ||
| Date: January 11, 2010 | By /s/ David S. Ahl | |
| Name: David S. Ahl | ||
| Title: Chief Executive Officer | ||