RIBS Southern Concepts Restaurant Group Inc (CE)

 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) January 22, 2015

 (Name of registrant as specified in its charter)

 

 

Colorado	000-52853	80-0182193
State of Incorporation	Commission File Number	IRS Employer Identification No.

 

2 N. Cascade Ave, Suite 1400

 (Address of principal executive offices)

Telephone number, including

Area code

 (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):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	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

On January 22, 2015, Bourbon Brothers Holding Corporation (the “Company”) filed an amendment to its Amended and Restated Articles of Incorporation (the “Amendment”) with the Colorado Secretary of State.  As of January 22, 2015, 13,357,828 shares of Series A Convertible Preferred Stock (“Series A Stock”) have converted into shares of Common Stock of the Company.  The Certificate of Designation of the Company’s Series A Stock requires that any shares of Series A Stock that are converted into Common Stock be cancelled and are not available for reissuance by the Company.

The Amendment became effective immediately on its filing with the Colorado Secretary of State.  The Amendment reduced the total number of authorized shares of capital stock of the Company by 13,357,841 shares.  The total number of authorized shares of the Company is now 104,884,859 shares, consisting of 100,000,000 shares designated as Common Stock and 4,884,859 shares designated as Preferred Stock of which all is designated as Series A Stock.  A copy of the Amendment is attached as Exhibit 3.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits:

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 22nd day of January 2015.

 

 

 

Bourbon Brothers Holding Corporation

        Mitchell Roth, President

ARTICLES OF AMENDMENT

TO THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

BOURBON BROTHERS HOLDING CORPORATION

These Articles of Amendment to the Amended and Restated Articles of Incorporation were approved by the directors of Bourbon Brothers Holding Corporation (the “Corporation”).  This attachment is incorporated into the foregoing Articles of Amendment.

1.	Article II of the Amended and Restated Articles of Incorporation of the Corporation is hereby amended as follows:

The aggregate number of authorized shares of the Corporation is decreased from 118,247,700 to 104,884,859.

The number of shares designated as Preferred Stock is decreased from 18,242,700 to 4,884,859.

The total number of authorized shares remaining after the reduction in shares is hereby evidenced by the following amendment.  Article II, Section 1 of the Amended and Restated Articles of Incorporation of the Corporation hereby is replaced in its entirety to read as follows:

“ARTICLE II

Authorized Shares

Section 1:  Number.  The aggregate number of shares which the Corporation shall have authority to issue is One Hundred Four Million Eight Hundred Eighty-Four Thousand Eight Hundred Fifty-Nine (104,884,859), of which One Hundred Million (100,000,000) shall be designated as shares of Common Stock of one class with unlimited voting rights with no par value, and Four Million Eight Hundred Eighty-Four Thousand Eight Hundred Fifty-Nine (4,884,859) shall be designated as shares of Preferred Stock, to have such par value, classes and preferences as the Board of Directors may determine from time to time.”

2.	Section 1 of the Certificate of Designation of the Corporation’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) is hereby amended as follows:

The number of authorized shares of Series A Preferred Stock is decreased from 18,242,700 to 4,884,859.

The total number of authorized shares of Series A Preferred Stock remaining after the reduction in shares is hereby evidenced by the following amendment.  Section 1 of the Certificate of Designation of the Corporation’s Series A Convertible Preferred Stock hereby is replaced in its entirety to read as follows:

“Section 1:  Designation and Amount.  All of the 4,884,859 shares of the Company’s authorized preferred stock, $0.001 par value per share are designated as “Series A Convertible Preferred Stock,” with the rights and preferences set forth below.”

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