Attached files
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| EX-99.1 - WLG INC | v198295_ex99-1.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): September 20,
2010
WLG
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-113564
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20-0262555
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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920
East Algonquin Road
Suite
120
Schaumburg,
IL 60173 USA
(Address
of Principal Executive Offices/Zip Code)
(224)
653-2800
(Registrant's
telephone number, including area code)
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):
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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-4c))
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On
September 24, 2010, WLG Inc. (the “Company”), filed a Certificate of Amendment
to its Restated Certificate of Incorporation (the “Amendment”) with the
Secretary of State of the State of Delaware to increase the Company’s authorized
shares to Seventy-five Million (75,000,000) shares, of which (a) Sixty-five
Million (65,000,000) shares are Common Stock, par value $.001 per share, and (b)
Ten Million (10,000,000) shares are blank check preferred stock, par value
$.001 per share. The Amendment does not make any other changes
to the Restated Certificate of Incorporation.
A copy of
the Certificate of Amendment is attached hereto as Exhibit 99.1
Item
5.07 Submission of Matters to a Vote of Security Holders.
The
Amendment was approved by the unanimous written consent of the Company’s board
of directors, effective September 20, 2010 and by written consent of the holders
of 100%of the Company’s issued and outstanding shares of Series A, B and C
Preferred stock and the holders of approximately 82% of the Company’s issued and
outstanding shares of Common Stock, effective as of September 20,
2010.
Item
9.01. Financial Statement and Exhibits
(d)
Financial Statements and Exhibits
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Exhibit No.
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Description
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99.1
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Certificate
of Amendment
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This Current Report on Form 8-K may contain, among
other things, certain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including, without limitation,
statements with respect to the Company's plans, objectives, expectations and
intentions and other statements identified by words such as may, could, would,
should, believes, expects, anticipates, estimates, intends, plans or similar
expressions. These statements are based upon the current beliefs and
expectations of the Company's management and are subject to significant risks
and uncertainties. Actual results may differ from those set forth in the
forward-looking statements. These forward-looking statements involve certain
risks and uncertainties that are subject to change based on various factors
(many of which are beyond the Company's control).
SIGNATURE
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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WLG
Inc.
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By:
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/s/ Edmund
Pawelko
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Name: Edmund
Pawelko
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Title:
Chief Financial Officer
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Date: September
30, 2010
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