Attached files
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| EX-3.2 - ARTICLES OF INCORPORATION / BYLAWS - Crexendo, Inc. | cxdo_ex32.htm |
| EX-3.1 - ARTICLES OF INCORPORATION / BYLAWS - Crexendo, Inc. | cxdo_ex31.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) December 14, 2016
_______________
Crexendo,
Inc.
(Exact Name of Registrant as Specified in Its Charter)
_______________
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Nevada
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001-32277
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87-0591719
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(State or Other Jurisdictionof Incorporation)
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(CommissionFile Number)
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(IRS EmployerIdentification No.)
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1615
S. 52nd
Street, Tempe, AZ 85281
(Address of Principal Executive Offices) (Zip Code)
(602)
714-8500
(Registrant’s Telephone Number, Including Area
Code)
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
3.03
Material
Modification to Rights of Security Holders
At the
annual meeting of stockholders held on July 12th 2016, the
stockholders of Crexendo, Inc. ("Crexendo Delaware") approved a
proposal to change the state of incorporation of Crexendo Delaware
from Delaware to Nevada. The reincorporation were filed in the
State of Delaware on December 13, 2016 through the merger of
Crexendo Delaware into a newly formed, wholly-owned Nevada
subsidiary of Crexendo Delaware, also named Crexendo, Inc.
("Crexendo Nevada ").
As a
result of the reincorporation, Crexendo Nevada, the surviving
corporation, succeeded to all the rights, assets, liabilities and
obligations of Crexendo Delaware. The reincorporation did not
effect any change in the headquarters, business, assets,
liabilities or management of Crexendo Delaware. The stockholders of
Crexendo Delaware are now shareholders of Crexendo Nevada. As
provided by the Agreement and Plan of Merger between Crexendo
Delaware and Crexendo Nevada, at the effective time of the
reincorporation, each outstanding share of common stock of Crexendo
Delaware was automatically converted into one share of common stock
of Crexendo Nevada. The Crexendo Nevada common stock will continue
to be traded on the OTC Market’s OTCQX market under the
symbol "CXDO".
In
accordance with Rule 12g-3(a) under the Securities Exchange Act of
1934 (the "Exchange Act"), the common stock of Crexendo Nevada is
deemed to be registered under Section 12(g) of the Exchange Act.
Crexendo Nevada is the successor issuer to Crexendo Delaware
pursuant to Rule 15d-5 of the Exchange
Act and
Crexendo Nevada will file reports with the Securities and Exchange
Commission on the same forms as Crexendo Delaware was required to
file under Section 15(d) of the Exchange Act and the rules and
regulations thereunder.
The
rights of the shareholders of Crexendo Nevada are now governed by
the Certificate of Incorporation and Bylaws of Crexendo Nevada and
by subject to Section 78 of the Nevada Revised Statutes. A
description of the general effect of the reincorporation upon the
rights of stockholders is set forth under the heading entitled
"Significant Differences Between the Corporation Laws of Nevada and
Delaware."
starting
on page 14, and the section entitled “Effect of
Reincorporation” starting on page 18, of Crexendo Delaware's
definitive proxy statement filed with the Securities and Exchange
Commission on May 31, 2016. Such description is incorporated into
this Item 3.03 by this reference. In addition, the Nevada articles
of incorporation and by-laws are filed as Exhibits 3.1 and 3.2
hereto and are incorporated by reference into this Item 3.03. The
description of the articles of incorporation and by-laws referenced
above is a summary and does not purport to be a complete
description of those documents and is qualified in its entirety by
reference to the copies of those documents filed as exhibits
hereto.
Item
5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
The
information contained under Item 3.03 above is incorporated herein
by reference.
A copy
of the Articles of Incorporation of Crexendo Nevada are filed as
Exhibit 3.1 hereto and a copy of the bylaws of Crexendo Nevada are
filed as Exhibit 3.2 hereto.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. Description
3.1
Crexendo, Inc
(Nevada) Articles of Incorporation
3.2
Crexendo, Inc.
(Nevada) bylaws
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
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Crexendo, Inc.
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Dated: December 14,
2016
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By:
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/s/
Ronald
Vincent
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Ronald
Vincent
Chief
Financial Officer
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