Attached files
| file | filename |
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| EX-3.2 - EX-3.2 - Novus Robotics Inc. | v195791_ex3-2.htm |
| EX-3.1 - EX-3.1 - Novus Robotics Inc. | v195791_ex3-1.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): July 27, 2010
ECOLAND
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation)
333-140396
(Commission
File Number)
20-3061959
(IRS
Employer Identification No.)
4909
W. Joshua Blvd., Suite 1059
Chandler,
Arizona
(Address
of principal executive offices)(Zip Code)
(602)
882-8771
Registrant’s
telephone number, including area code
(Former
name or former address if change 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 (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))
Item
3.03 Material Modification to Rights of Security Holders
Creation of Series A
Preferred Stock
Effective
July 27, 2010, Ecoland International, Inc. (the “Company” or “we”) filed with
the Secretary of State of the State of Nevada, a Certificate of Designation
creating one hundred (100) shares, designated as “Series A Preferred
Stock.” The shares of Series A Preferred Stock may be issued from
time to time by our Board of Directors.
The
following is a summary of the material rights and restrictions associated with
our Series A Preferred Stock. This description does not purport to be a complete
description of all of the rights of our stockholders and is subject to, and
qualified in its entirety by, the provisions of our Certificate of Designation
relating to our shares of Series A Preferred Stock, which is included as an
exhibit to this Current Report on Form 8-K.
Each
share of Series A Preferred Stock is convertible on a one-for-one basis into
common stock and has all of the voting rights that the holders of our common
stock has. In addition, the holders of a majority of the shares of
Series A Preferred Stock represented at a duly called special or annual meeting
of such shareholders or by an action by written consent for that purpose shall
be entitled to elect three (3) directors (the “Series A
Directors”). The holders of the Series A Preferred Stock may waive
their rights to elect such three (3) directors at any time and assign such right
to the board of directors to elect such directors; and (b) the holders of a
majority of the shares of common stock represented at a duly called special or
annual meeting of such shareholders or by an action by written consent for that
purpose shall be entitled to elect two (2) directors.
So long
as any shares of Series A Preferred Stock are outstanding, the Company shall
not, without first obtaining the approval (by vote or written consent, as
provided by law) of the holders of at least a majority of the then outstanding
shares of Series A Preferred Stock, voting as a separate class:
(1)
amend our Articles of Incorporation or Bylaws;
(2)
change or modify the rights, preferences or other terms of the Series A
Preferred Stock, or increase or decrease the number of authorized shares of
Series A Preferred Stock;
(3)
reclassify or recapitalize any outstanding equity securities, or
authorize or issue, or undertake an obligation to authorize or issue, any equity
securities (or any debt securities convertible into or exercisable for any
equity securities) having rights, preferences or privileges senior to or on a
parity with the Series A Preferred Stock;
(4)
authorize or effect any transaction constituting a Liquidation Event (as
defined in this subparagraph) under these Articles, or any other merger or
consolidation of the Company. For purposes of these Articles, a “Deemed
Liquidation” shall mean: (A) the closing of the sale, transfer or other
disposition of all or substantially all of the Company’s assets (including an
irrevocable or exclusive license with respect to all or substantially all of the
Company’s intellectual property); (B) the consummation of a merger, share
exchange or consolidation with or into any other corporation, limited liability
company or other entity (except one in which the holders of capital stock of the
Company as constituted immediately prior to such merger, share exchange or
consolidation continue to hold at least 50% of the voting power of the capital
stock of the Company or the surviving or acquiring entity (or its parent
entity)), (C) authorize or effect any transaction liquidation, dissolution or
winding up of the Company, either voluntary or involuntary, provided , however , that none
of the following shall be considered a Deemed Liquidation: (i) a merger effected
exclusively for the purpose of changing the domicile of the Company, or (ii) a
transaction or other event deemed to be exempt from the definition of a Deemed
Liquidation by the holders of at least a majority of the then outstanding Series
A Preferred Stock;
(5)
increase or decrease the size of the Board of Directors as provided in
the Bylaws of the Company or remove any of the Series A Directors (unless
approved by the Board of Directors including the Series A
Directors);
(6)
declare or pay any dividends or make any other distribution with respect
to any class or series of capital stock (unless approved by the Board of
Directors including the Series A Directors);
(7)
redeem, repurchase or otherwise acquire (or pay into or set aside for a
sinking fund for such purpose) any outstanding shares of capital stock (other
than the repurchase of shares of common stock from employees, consultants or
other service providers pursuant to agreements approved by the Board of
Directors under which the Company has the option to repurchase such shares at no
greater than original cost upon the occurrence of certain events, such as the
termination of employment) (unless approved by the Board of Directors including
the Series A Directors);
(8)
amend any stock option plan of the Company, if any (other than amendments
that do not require approval of the stockholders under the terms of the plan or
applicable law) or approve any new equity incentive plan;
(9)
replace the President and/or Chief Executive Officer of the Company
(unless approved by the Board of Directors including the Series A Directors);
or
(10)
transfer assets to any subsidiary or other affiliated
entity.
Creation of Series B
Preferred Stock
Effective
July 27, 2010, we filed with the Secretary of State of the State of Nevada, a
Certificate of Designation creating one million (1,000,000) shares, designated
as “Series B Preferred Stock.” The shares of Series B Preferred Stock
may be issued from time to time by our Board of
Directors.
The
following is a summary of the material rights and restrictions associated with
our Series B Preferred Stock. This description does not purport to be a complete
description of all of the rights of our stockholders and is subject to, and
qualified in its entirety by, the provisions of our Certificate of Designation
relating to our shares of Series B Preferred Stock, which is included as an
exhibit to this Current Report on Form 8-K.
The
Series B Preferred Stock shall vote or act by written consent together with the
common stock and not as a separate class. Each share of Series B
Preferred Stock shall have that number of votes equal to five thousand (5,000)
shares of common stock at any special or annual meeting of the stockholders of
the Company and in any act by written consent in lieu of any special or annual
meeting of the stockholders of the Company. In the case the Company
shall at any time subdivide (by any share split, share dividend or otherwise)
its outstanding shares of common stock into a greater number of shares, the
number of shares of common stock of which are equal in voting power to each
share of Series B Preferred Stock, as in effect immediately prior to such
subdivision, shall be proportionately increased and, conversely, in case the
outstanding common stock shall be combined into a smaller number of shares, the
number of shares of common stock of which are equal in voting power to each
share of Series B Preferred Stock, as in effect immediately prior to such
combination, shall be proportionately reduced.
So long
as any shares of Series B Preferred Stock are outstanding, the Company shall
not, without first obtaining the approval (by vote or written consent, as
provided by law) of the holders of at least a majority of the then outstanding
shares of Series B Preferred Stock, voting as a separate class, change or modify
the rights, preferences or other terms of the Series B Preferred Stock, or
increase or decrease the number of authorized shares of Series B Preferred
Stock
Anti-Takeover
Effects
The
creation of the Series A Preferred Stock and Series B Preferred Stock
(collectively the “Preferred Stock”) provides us with shares of Preferred Stock
which permits us to issue additional shares of capital stock that could dilute
both voting power and the ownership of the holders of our Common Stock by
one or more persons seeking to effect a change in the composition of our Board
of Directors or contemplating a tender offer or other transaction for the
combination of the Company with another company. The creation of the
Preferred Stock is not being undertaken in response to any effort of which our
Board of Directors is aware to enable anyone to accumulate shares of our Common
Stock or gain control of the Company. The purpose of the
creation of the Preferred Stock is to grant us the flexibility to issue our
equity securities in the manner best suited for our Company, or as may be
required by the capital markets. However, we presently have no plans,
proposals, or arrangements to issue any of the newly created shares of Preferred
Stock for any purpose whatsoever, including future acquisitions and/or
financings.
Our Board
of Directors does not currently contemplate the adoption of any other amendments
to our Articles of Incorporation that could be construed to affect the ability
of third parties to take over or change the control of the Company. While
it is possible that management could use the Preferred Stock to resist or
frustrate a third-party transaction that is favored by a majority of the
independent stockholders, we have no intent, plans or proposals to use the newly
created Preferred Stock as an anti-takeover mechanism or to adopt other
provisions or enter into other arrangements that may have anti-takeover
consequences.
While the
creation of the Preferred Stock may have anti-takeover ramifications, our Board
of Directors believes that the financial flexibility offered by such corporate
actions will outweigh the disadvantages. To the extent that these
corporate actions may have anti-takeover effects, third parties seeking to
acquire us may be encouraged to negotiate directly with our Board of Directors,
enabling us to consider the proposed transaction in a manner that best serves
the stockholders’ interests.
Item
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Effective
July 27, 2010, we with filed with the Secretary of State of the State of Nevada,
a Certificate of Designation creating one hundred (100) shares, designated as
“Series A Preferred Stock.”
Effective
July 27, 2010, we with filed with the Secretary of State of the State of Nevada,
a Certificate of Designation creating one million (100,000,000) shares,
designated as “Series B Preferred Stock.”
The
disclosure in Item 3.03 of this Current Report on Form 8-K is incorporated by
reference to this Item 5.03.
Item
9.01 Financial statements and Exhibits
(d) Exhibits
The
following exhibits are filed as part of this report:
3.1 Certificate
of Designation, relating to Series A Preferred Stock
3.2 Certificate
of Designation, relating to Series B Preferred Stock
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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Ecoland
International, Inc.
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(Registrant)
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Date: September
1, 2010
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By:
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/s/ David Wallace
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Name: David
Wallace
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Title:
President
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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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Certificate
of Designation, relating to Series A Preferred Stock
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3.2
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Certificate
of Designation, relating to Series B Preferred
Stock
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