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EX-3.1 - AMENDED AND RESTATED BY-LAWS - MONGOLIA HOLDINGS, INC. | mnhd_ex31.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) November 20, 2014
MONGOLIA HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
000-54230 | 20-8317863 |
(Commission File Number) | (IRS Employer Identification No.) |
2300 W. Sahara Avenue, Suite 800
Las Vegas, Nevada 89102
(Address of Principal Executive Offices) (Zip Code)
(702) 949-9449
(Registrant's Telephone Number, Including Area Code)
N/A
(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.
(a) Amendments to Bylaws
On November 20, 2014, the Board of Directors of Mongolia Holdings, Inc., a Delaware corporation (the Company), approved amended and restated bylaws of the Company, effective immediately (as amended, the Amended Bylaws). The Amended Bylaws provide, to the fullest extent permitted by law, (i) for the shifting of litigation expenses to an unsuccessful plaintiff in certain intra-corporate litigation who does not obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy sought, and (ii) that a plaintiff in intra-corporate litigation is required to pay all of its own litigation expenses, and will not be entitled to recover such litigation expenses from the Company, regardless of whether the plaintiff is successful. In addition to the foregoing, the Amended Bylaws reflect the new name of the Company, clarify the role of the Companys president, and make certain other minor changes to the Companys former bylaws.
The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit Number |
| Description |
3.1 |
| Amended and Restated By-Laws of Mongolia Holdings, Inc., as amended November 20, 2014. |
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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: November 26, 2014 | MONGOLIA HOLDINGS, INC. |
| |
| By: /s/ Gary D. Kucher |
| Gary D. Kucher |
| Title: Chief Executive Officer |
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