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EX-3 - EXHIBIT 3.3 - AMERICATOWNE Inc.ex33.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):  JUNE 27, 2014

 

 

 

AMERICATOWNE Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

 

         
Delaware   000-55206   46-5488722

(STATE OR OTHER JURISDICTION OF

INCORPORATION OR ORGANIZATION)

  (COMMISSION FILE NO.)   (IRS EMPLOYEE IDENTIFICATION NO.)

 

353 E. Six Forks Road, Suite 270, Raleigh, North Carolina 27609

 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

 

(888) 406 2713

 (ISSUER TELEPHONE NUMBER)

 

ALPINE 5 Inc.

(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):

 

 

[ X ] 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))

 

 

 

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SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 27, 2014, the Registrant filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Delaware to change the name of the Registrant AmericaTowne, Inc. The foregoing description of the Amendment to the Articles of Incorporation is qualified in its entirety by reference to the text of the Amendment attached as Exhibit 3.3 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On June 27, 2014, the Majority Stockholder of the Registrant approved to amend the Registrant’s Articles of Incorporation to change the name of the Registrant from ALPINE 5 Inc. to AmericaTowne, Inc. On that date, the officers of the Registrant were instructed to file such amendment with the State of Delaware, which amendment was effectively completed and the Registrant informed on June 27, 2014.

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01 Financial Statement and Exhibits.

  

(d) Exhibits:

 

Exhibit No. Document
3.3 Certificate of Amendment to Certificate of Incorporation, dated June 27, 2014

 

  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.

 

 

AmericaTowne, Inc

 

By:  /s/ Alton Perkins

Name:  Alton Perkins

 

Title: Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary

 

Dated: July 1, 2014

 

 

 

 

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