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EX-3.1 - CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - AirTouch Communications, Inc.exhibit3_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 21, 2011
 
AirTouch Communications, Inc.
(Exact Name of Registrant as Specified in Charter)
 
 
Delaware
 
333-146478
 
20-8820679
 
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
           
 
1401 Dove Street, Suite 220
Newport Beach, CA
 
92660
 
(Address of principal executive offices)
 
(Zip Code)
 

Registrant’s telephone number, including area code: 949-825-6570
 
Waxess Holdings, Inc.
(Former name or former address, if changed since last report)
 
Copies to:
Harvey J. Kesner, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Telephone: (212) 930-9700

 

 
         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 July 21, 2011, the holders of a majority of the outstanding shares of common stock of AirTouch Communications, Inc. (formerly known as Waxess Holdings, Inc.) (the “Company”), acting by written consent, approved an amendment to the Company’s amended and restated certificate of incorporation, to change the name of the Company from Waxess Holdings, Inc. to AirTouch Communications, Inc. The holders of 6,895,678 shares voted in favor of the amendment, out of an aggregate of 12,900,297 shares issued and outstanding, representing 53.5% of the issued and outstanding shares.

On July 21, 2011, the Company filed an amendment to its amended and restated certificate of incorporation with the Secretary of State of Delaware, pursuant to which the Company’s name changed from Waxess Holdings, Inc. to AirTouch Communications, Inc.

Item 5.07 Submission of Matters to a Vote of Security Holders.

See Item 5.03.
 
 
 
 
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 Item 9.01  Financial Statements and Exhibits
 
(d)    Exhibits.
 
 
 
 
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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.
 
Date:  July 26, 2011
 
  AIRTOUCH COMMUNICATIONS, INC.  
       
 
By:
/s/ Jerome S. Kaiser  
    Name: Jerome S. Kaiser  
    Title: Chief Financial Officer  
       
 
 
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