Attached files
| file | filename |
|---|---|
| EX-2.1 - EXHIBIT 2.1 - Seaniemac International, Ltd. | ex2-1.htm |
| EX-3.3 - EXHIBIT 3.3 - Seaniemac International, Ltd. | ex3-3.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 25, 2013 |
| COMPLIANCE SYSTEMS CORPORATION |
| (Exact name of registrant as specified in its charter) |
| Nevada | 000-54007 | 20-4292198 | ||
| (State or other jurisdiction of incorporation) | (Commission
File Number) |
(IRS
Employer Identification No.) |
| 780 New York Avenue, Suite A, Huntington, New York | 11743 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | 386-409-0200 |
| 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 (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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The Board of Directors of Compliance Systems Corporation (the “Company”) has approved a change of its name to Seaniemac International, Ltd. effective on August 16, 2013. The Board approved the name change in connection with the Company’s current business focus in the development of its on-line gaming website Seaniemac.com.
The name change was effected through the merger of the Company with its wholly-owned subsidiary in which the Company was the surviving entity. In accordance with the Nevada Revised Statutes, Company changed its name at the effective August 16, 2013. This action was approved by the company’s Board of Directors on June 16, 2013 and no consent of Company’s stockholders was required under Nevada law.
Both our CUSIP number and our trading symbol for our common stock which trades on the OTCQB Tier of the OTC Markets, Inc. will change as a result of the name change. The new CUSIP number will be 81220W 103. We have submitted the requisite documents and other information to the Financial Information Regulatory Association, Inc. (“FINRA”) to process the name change. At such time as we are assigned a new trading symbol, we will make a subsequent announcement.
There will be no mandatory exchange of stock certificates. Following the name change, the share certificates which reflect our prior name will continue to be valid. Certificates reflecting the new corporate name will be issued in due course as old share certificates are tendered for exchange or transfer to our transfer agent, Island Stock Transfer Company.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 2.1 | Form of Agreement and Plan of Merger | |
| 3.3 | Articles of Merger as filed with the Secretary of State of Nevada. |
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.
| COMPLIANCE SYSTEMS CORPORATION. | ||
| Date: July 29, 2013 | By: | /s/ Barry Brookstein |
| Barry Brookstein, Chief Executive Officer | ||