Current Report Filing (8-k)
07 October 2015 - 7:49AM
Edgar (US Regulatory)
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): September 30, 2015
BLUEFIRE
RENEWABLES, INC. |
(Exact
name of registrant as specified in its charter) |
Nevada |
|
000-52361 |
|
20-4590982 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
31
Musick
Irvine,
CA 92618 |
(Address
of principal executive offices) |
(949)
588-3767 |
(Registrant’s
telephone number, including area code) |
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:
[ ] 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.
On
September 30, 2015, BlueFire Renewables, Inc., a Nevada Corporation (the “Company”) filed an amendment to its articles
of incorporation (the “Amendment”) with the Secretary of State of the State of Nevada, which, among other things,
established the designation, powers, rights, privileges, preferences and restrictions of the Series A Preferred Stock, no par
value per share (the “Series A Preferred Stock”). Among other things, each one (1) share of the Series A Preferred
Stock shall have voting rights equal to(x) 0.019607 multiplied by the total issued and outstanding shares of common stock
of the Company eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49,
minus (z) the Numerator. For purposes of illustration only, if the total issued and outstanding shares of common stock
of the Company eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series
A Preferred Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).
Fifty-one
(51) shares of Series A Preferred Stock were authorized and fifteen (15) shares of Series A Preferred Stock were issued to Arnold
Klann, the Company’s Chief Executive Officer and a director of the Company, twelve (12) shares of Series A Preferred Stock
were issued to Necitas Sumait, a director of the Company, twelve (12) shares of Series A Preferred Stock were issued to Joe Sparano,
a director of the Company, and twelve (12) shares of Series A Preferred Stock were issued to Christopher Nichols, a director of
the Company.
The
Series A Preferred Stock has no dividend rights, no liquidation rights and no redemption rights, and was created primarily to
be able to obtain a quorum and conduct business at shareholder meetings. All shares of the Series A Preferred Stock shall rank
(i) senior to the Company’s common stock and any other class or series of capital stock of the Company hereafter created,
(ii) pari passu with any class or series of capital stock of the Company hereafter created and specifically ranking, by
its terms, on par with the Series A Preferred Stock and (iii) junior to any class or series of capital stock of the Company hereafter
created specifically ranking, by its terms, senior to the Series A Preferred Stock, in each case as to distribution of assets
upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.
The
foregoing descriptions of the Amendment and the Series A Preferred Stock designations does not purport to be complete and is subject
to, and qualified in its entirety by, the Amendment, a copy of which is attached hereto as Exhibit 3.1, and incorporated herein
by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 3.03
is hereby incorporated by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
|
|
|
3.1* |
|
Amendment
to Articles of Incorporation, dated September 30, 2015. |
* Filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
BLUEFIRE
RENEWABLES, INC. |
|
|
|
Date:
October 6, 2015 |
By: |
/s/
Arnold R. Klann |
|
Name: |
Arnold R. Klann |
|
Title: |
Chief Executive
Officer |