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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): April 4, 2011
KOPR RESOURCES CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware 333-157293 41-2252162
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
670 Kent Avenue
Teaneck, NJ 07666
(Address of principal executive offices)
Registrant's telephone number, including area code: (201) 410-9400
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:
[ ] 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))
KOPR RESOURCES CORP.
Current Report on Form 8-K
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On March 17, 2011 the Board of Directors of Kopr Resources Corp., a Delaware
corporation (the "Company"), unanimously adopted resolutions approving the
Certificate of Amendment to the Certificate of Incorporation (the "Certificate
of Amendment") to effect a reverse stock split in the ratio of 1 for 5.75 (the
"Reverse Stock Split") and recommended that its shareholders approve the
Certificate of Amendment. In connection with the adoption of these resolutions,
the Board determined to seek the written consent of the holders of a majority of
the outstanding shares of Common Stock, in order to reduce associated costs and
implement the proposals in a timely manner. On March 18, 2011, the holder of a
majority of the outstanding shares of Common Stock executed a written consent
authorizing the Reverse Stock Split. The Certificate of Amendment was filed with
the Secretary of State of the State of Delaware on March 30, 2011 and became
effective on April 4, 2011. The Certificate of Amendment is attached hereto as
Exhibit 3.3 to this Current Report.
ITEM 8.01 OTHER EVENTS.
In connection with the Reverse Stock Split, the Financial Industry Regulatory
Authority ("FINRA") effected the Reverse Stock Split at the open of business on
April 5, 2011. A "D" was appended to the Company's ticker symbol to indicate the
completion of the Reverse Stock Split for 20 business days, which is KOPRD.
After the 20 business days following April 5, 2011, the ticker symbol will
revert back to "KOPR". Further, in connection with the Reverse Stock Split, the
Company obtained a new CUSIP number: 500614 201. There will be no mandatory
exchange of stock certificates and the Company's transfer agent, Empire Stock
Transfer, will administer the Reverse Stock Split.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits required by Item 601 of Regulation S-K:
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Certificate of Incorporation*
3.2 Certificate of Amendment to the Certificate of Incorporation*
3.3 Certificate of Amendment to Certificate of Incorporation
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* Incorporated herein by reference from the Company's Registration Statement
on Form S-1 filed with the Securities and Exchange Commission on February
13, 2009
2
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 thereunto duly authorized.
Date: April 5, 2011 KOPR RESOURCES CORP.
By: /s/Andrea Schlectman
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Andrea Schlectman
President and Chief Executive Officer