Current Report Filing (8-k)
21 April 2017 - 10:15PM
Edgar (US Regulatory)
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): April 12, 2017
RICH CIGARS, INC.
(Exact name of
Registrant as specified in its charter)
Florida
|
333-199452
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46-3289369
|
(State or
Other Jurisdiction of Incorporation or Organization)
|
(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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3001 North Rocky
Point East, Suite 200, Tampa, FL 33607
(Address of Principal
Executive Offices)
813-281-4652
(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))
SECTION 5 -
CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
April 12, 2016, pursuant to Florida Statute 607.1003, the Board of Directors and
shareholders of Rich Cigars, Inc. (the "Company") approved an
amendment to the Company's Articles of Incorporation in order to authorize a
class of preferred stock, including designating the rights and privileges of
Series A of the preferred stock. The number of authorized shares of preferred
stock is 11,000,000, $.001 par value per share, and the Series A shall consist
of 1,000,000 out of the 11,000,000 preferred shares. The Record Holders of the
Series A Preferred Shares shall have that number of votes (identical in every
other respect to the voting rights of the holders of common stock entitled to
vote at any Regular or Special Meeting of the Shareholders) equal to that
number of common shares which is not less than 60% of the vote required to
approve any action, which Florida law provides may or must be approved by vote
or consent of the holders of the holders of common shares or the holders of
other securities entitled to vote, if any. The effective date of the amendment
to the Articles of Incorporation is April 20, 2017, and the amendment is
attached hereto as Exhibit 3(i).1, and incorporated herein by reference. The
Certificate of Designation of Series A Preferred Super Majority Voting Stock is
also attached hereto as Exhibit 4.1, and incorporated herein by reference.
Authority
. Pursuant to
Florida Statute 607.1003 and the By-laws of the Company, the shareholders
approved the amendment to the Articles of Incorporation authorizing preferred
shares by written consent of the majority stockholders of the Company on April
12, 2017. The Board of Directors approved the amendment on April 12, 2017.
State
Filing
.
On April 18, 2017, the Company filed an amendment to the Articles of
Incorporation with the Florida Department of State with an effective date of April
20, 2017. The amendment, including the Certificate of Designation of Series A
Preferred Super Majority Voting Stock, as filed, is attached hereto as Exhibit 3(i).1,
and incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
.
Resignation
of Reginald Saunders as Chief Marketing Officer and Director
On April 14, 2017, Reginald Saunders resigned as Chief
Marketing Officer and a Director of the Company. Mr. Saunders' resignation was
not the result of any disagreement with the policies, practices or procedures of
the Company. The majority of Directors have voted to not fill the
vacancy until further notice.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits. The following is a complete list of
exhibits filed as part of this Report. Exhibit numbers correspond to the
numbers in the exhibit table of Item 601of Regulation S-K.
Exhibit No.
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Description
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3(i).1
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Amendment to Articles of Incorporation of Rich Cigars,
Inc.
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4.1
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Certificate
of Designation of Series A Preferred Super Majority Voting Stock
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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.
Rich
Cigars, Inc.
By:
/s/ Richard Davis
____________________________________
Richard
Davis
Title:
CEO
Date:
April 18, 2017