STSC Start Scientific Inc (CE)

_________________________________________

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1) 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 7, 2016

 

 

START SCIENTIFIC, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

Delaware	000-52227	20-4910418
(State of Other Jurisdiction	(Commission File	(IRS Employer
Of Incorporation)	Number)	Identification No.)

 

521 W. Wilshire Blvd., Suite 101 Oklahoma City, OK	73116
(Address of Principal Executive Offices)	(Zip Code)

 

Registrant’s telephone number, including area code: (210) 758-5898

 

 

(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:

 

[ ] Written communications pursuant to Rule 425 under the Securities Act

 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Item 3.03 Material Modification to Rights of Security Holders

 

On January 7, 2016, the Board of Directors of Start Scientific, Inc. (the “Company”) approved an amendment and restatement of its Certificate of Incorporation (the “Restatement”). The Restatement amends certain rights, preferences, privileges, and restrictions of the Company’s preferred stock (the “Preferred Stock”). Pursuant to the terms of the Restatement, the Company has increased the conversion rights applicable to each share of Preferred Stock from ten million (10,000,000) to one hundred million (100,000,000). The amended and restated Certificate of Incorporation is attached as an exhibit to this Current Report.

 

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

 

On January 7, 2016, the Board of Directors of the Company approved the Restatement of the Company’s Certificate of Incorporation. The purpose of the Restatement was to:

 

 

(i)

Increase the number of authorized shares of Common Stock to 5,000,000,000;

 

(ii)

Increase the voting rights applicable to each share of Preferred Stock from ten million (10,000,000) to one hundred million (100,000,000)

 

(iii)

Decrease the par value of the Common and Preferred stock to $0.00001.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

As noted in Item 5.03 above, on January 7, 2016, the Board of Directors and holders of a majority of the voting rights of the Company’s capital stock approved the Restatement to effect the following:

 

(i)

Increase the number of authorized shares of Common Stock to 5,000,000,000;

 

(ii)

Increase the voting rights applicable to each share of Preferred Stock from ten million (10,000,000) to one hundred million (100,000,000)

 

(iii)

Decrease the par value of the Common and Preferred stock to $0.00001.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

3.1 Amended and Restated Certificate of Incorporation of Start Scientific, Inc.

 

 

 

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.

 

 

		START SCIENTIFIC, INC.
Date:  February 3, 2016		By:  /s/ Jim Frazier
		Jim Frazier
		Chief Executive Officer

 

 

Exhibit 3.1 

RESTATED CERTIFICATE OF INCORPORATION

 

Start Scientific, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

 

1. The name of the corporation was originally incorporated under the name of Secure Netwerks, Inc., and the original Certificate of Incorporation of the corporation was filed with the Secretary of State of Delaware on February 13, 2006.

 

2. Pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of this corporation.

 

3. The text of the Restated Certificate of Incorporation as heretofore amended or supplemented is hereby restated and further amended to read in its entirety as follows:

 

 

CERTIFICATE OF INCORPORATION

OF

START SCIENTIFIC, INC.

 

 

ARTICLE I. NAME

 

The name of the corporation is START SCIENTIFIC, INC. (the “Corporation”).

 

 

ARTICLE II. REGISTERED OFFICE

 

The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware, Zip Code 19801. The name of the registered agent at such address is The Corporation Trust Company.

 

 

ARTICLE III. PURPOSE

 

The purpose or purposes of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

 

 

ARTICLE IV. CAPITAL STOCK

 

The Corporation is authorized to issue two classes of shares to be designated, respectively, “Preferred Stock” and “Common Stock.” The number of shares of Preferred Stock authorized to be issued is One Hundred (100). The number of shares of Common Stock authorized to be issued is Five Billion (5,000,000,000). The Preferred Stock and the Common Stock shall each have a par value of $.00001 per share.

 

(a)                Provisions Relating to the Common Stock. Each holder of Common Stock is entitled to one vote for each share of Common Stock standing in such holder’s name on the records of the Corporation on each matter submitted to a vote of the stockholders, except as otherwise required by law.

 

(b)               Provisions Relating to Preferred Stock. Pursuant to the Certificate of Designation filed with the State of Delaware, the powers, preferences, rights, restrictions, and other matters relating to the Preferred Stock are as follows:

 

(i)                 No Dividends. The holders of Preferred Stock shall not be entitled to dividends or other distributions in respect of the capital stock of the Corporation.

 

(ii)               No Liquidation Preference. The holders of Preferred Stock shall have no rights (whether in the form of distributions or otherwise) in respect of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, and shall be subordinate to all other classes of the Corporation’s capital stock in respect thereto.

 

(iii)             No Right of Conversion. The holders of Preferred Stock shall have no conversion rights into other shares of capital stock of the Corporation.

 

(iv)             Voting Rights. Each share of Preferred Stock shall have one hundred million (100,000,000) votes per share and shall be entitled to vote as a separate class of the Corporation’s capital stock, and shall further be entitled to vote, together with holders of the Corporation’s Common Stock, on all matters upon which holders of Common Stock may vote.

 

 

ARTICLE V. BOARD OF DIRECTORS

 

(a)                Number. The number of directors, constituting the entire Board shall be fixed from time to time by vote of a majority of the entire Board, provided, however, that the number of directors shall not be reduced so as to shorten the terms of any director at any time in office.

 

(b)               Vacancies. Vacancies on the Board shall be filled by the affirmative vote of the majority of the remaining directors, though less than a quorum of the Board, or by election at an annual meeting or at a special meeting of the stockholders called for that purpose.

 

(c)                Election. Election of directors need not be by written ballot.

 

 

ARTICLE VI. BY-LAWS

 

In furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to make, alter, amend or repeal the By-Laws of the Corporation.

 

 

ARTICLE VII. AMENDMENT

 

No amendment or restatement of this Certificate of Incorporation shall be valid unless approved by holders of a majority of the voting rights of the Corporation which shall expressly include voting rights associated with the outstanding shares of Common Stock and Preferred Stock of the Corporation.

 

 

ARTICLE VIII. LIABILITY

 

To the fullest extent permitted by the Delaware General Corporation Law as the same exists or as may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any amendment or repeal of this Article VIII will not eliminate or reduce the affect of any right or protection of a director of the Corporation existing immediately prior to such amendment or repeal.

 

I, THE UNDERSIGNED, being the Chief Executive Officer of Start Scientific, Inc. pursuant to the General Corporation law of the State of Delaware, do make this certificate, hereby declaring and certifying, under penalties of perjury, that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 7^th day of January, 2016.

 

 

 

By: __/s/ Jim Frazier______________

Jim Frazier, Chief Executive Officer