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): June 2, 2015

 

SAVICORP

 

(Exact name of registrant as specified in its charter)

 

Nevada 000-27727 91-1766174
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

 

2530 South Birch Street, Santa Ana, California 92707
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:   (877) 611-7284

 

 

(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))

 

 

 
 

 

Section 5 - Corporate Governance and Management

 

5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

5.07Submission of Matters to a Vote of Security Holders

 

On May 28, 2015, our Shareholders, by majority Consent as included herewith as an exhibit (“Consent”), re-elected Serge Monros, Rudy Rodriguez and Philip Pisanelli as members of our Board of Directors to serve until the next election of our Board of Directors. The Consent was approved by holders of our Series D Preferred shareholders and one other shareholder. The Series D Preferred shares were established by the filing of a Certificate of Designation with the Nevada Secretary of State on May 26, 2015 (“Designation”). The Designation, included herewith as an exhibit, authorizes the temporary issuance of Series D Preferred Shares to the members of the Company’s Board of Directors to vote on matters such as an increase in the authorized common shares and re-election of Board members. The Series D Preferred Shares, when cast at a Shareholder meeting or included within a Shareholder Consent constitute 50.1% of the outstanding voting shares of the Company. The vast number of Company voting shareholders (1243; including preferred and common) and perceived inability of obtaining a quorum for a shareholder meeting to obtain permission to increase the authorized common shares (when, as a practical matter, there are no more common shares available to issue and circumstances require immediate additional common shares issuances) and to re-elect the Board of Directors is the reasoning behind filing the Designation.

 

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

 

On June 2, 2015, we filed an Amendment to our Articles of Incorporation with the Nevada Secretary of State, as included herewith as an exhibit (“Amendment”), increasing our authorized Common shares from 6 billion to 8 billion. We did this so that we can continue to issue common shares in our private placement funding raising efforts and also to allow us to issue common shares as part of the settlement of litigation dismissed on May 19, 2015 in the United States District Court for the Northern District of West Virginia; Arnold LaMarr Weese and David Kent Moss v. SaviCorp, Inc, Serge V. Monros and Craig Waldrop, Civil Action No. 2:13-CV-41.

 

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

  

Item 9.01 Financial Statements and Exhibits
   
Exhibit No. Description
   
3.1 Shareholders’ Consent
3.2 Certificate of Designation
3.3 Articles of Amendment (to Articles of Incorporation)

 

 

 

 

 

 

 

2
 

  

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.

 

 

June 4, 2015 SaviCorp
   
   
  By: /s/ Serge Monros
  Serge Monros
  Chairman, CEO

 

 

 

 

 

 

 

 

 

 

 

 

3



Exhibit 3.1

 

 

SAVICORP

(a Nevada Corporation)

 

ACTION OF SHAREHOLDERS WITHOUT A MEETING

 

BY WRITTEN CONSENT

 

May 28, 2015

(one page)

 

The undersigned, constituting a voting majority of the common stock shareholders of SaviCorp, a Nevada Corporation (“Company”), take the following action effective this 28th day of May 2015:

 

Amend Articles of Incorporation; increase in authorized common shares to 8.0 billion. Election of our Board of Directors.

 

WHEREAS: The Shareholders have been informed of a need to increase the number of authorized common shares to accommodate the issuance of more such shares for a variety of reasons; and

 

WHEREAS: The Shareholders, in keeping with the advice of management, believe an increase from 6 billion to 8 billion common shares will be adequate to meet the Company’s need for the foreseeable future; now, therefore, be it

 

RESOLVED: The Shareholders hereby authorize management to submit paperwork to the Nevada Secretary of State increasing the authorized Company common shares from 6 billion to 8 billion.

 

WHEREAS: The Shareholders desire to nominate and re-elect Serge Monros, Rudy Rodriguez and Philip Pisanelli to serve as our Board of Directors until our next Board of Directors election; now, therefore be it

 

RESOLVED: The Shareholders hereby elect Serge Monros, Rudy Rodriguez and Philip Pisanelli to serve as our Board of Directors until our next Board of Directors elections. Those of us who are both Shareholders and Directors recognize, and waive, any conflict of interest in voting for ourselves as Directors of the Company. Those of us voting who are not Directors also recognize and waive any conflict of interest of Shareholders voting for themselves as Company Directors.

 

DATED: May 28, 2015. The undersigned hereby waive notice to and agree with the action authorized as aforesaid.

 

   
/s/ Serge Monros   /s/ Rudy Rodriguez
Serge Monros; 1 Class D Pref Sh   Rudy Rodriguez; 1 Class D Pref Sh
     
/s/ Philip M. Pisanelli   /s/ Glenn Clarke
Philip Pisanelli; 1 Class D Pref Sh   Glenn Clarke, 964 million common
Shares equivalent votes; 7.3%

 



Exhibit 3.2

 

 

 

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

 

Document Number(s) Description Number of Pages
20150236600-85 Amendment 3 Pages/1 Copies

 

 

 

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4201

Telephone (775) 684-5708

Fax (775) 684-7138

 
 

 

 

1. Name of corporation:

SaviCorp

 

 

2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.

 

SAVICORP, does hereby certify that, pursuant to the authority conferred on its board of directors by its ·articles of incorporation, and in accordance with Section 78.195 of the Revised Statutes of the State of , Nevada, the Board of Directors (or, as allowed by .law, a duly authorized committee thereof) adopted the following resolution establishing a series of Preferred Stock of the Corporation designated as "SERIES D PREFERRED STOCK." RESOLVED, that pursuant to the authority conferred on the Board of Directors of this Corporation (the "Corporation") by the Articles of Incorporation, a series of Preferred Stock, $.001 par value, of the Corporation be and hereby is as follows:

 

 

3. Effective date of filing: (optional)  
 

(must not be later than 90 days after the certificate is filed)

 

4. Signature: (required)

 

 

 

 

 
 

 

CERTIFICATE OF DESIGNATION

OF
PREFERRED STOCK

OF

SAVICORP

ESTABLISHING SERIES D PREFERRED STOCK

 

Pursuant to Section 78.195 of the

Revised Statutes of the State of Nevada

 

SAV1CORP, a corporation organized and existing under the laws of the State of Nevada (the "Corporation"), does hereby certify that, pursuant to the authority conferred on its board of directors (the "Board of Directors") by its articles of incorporation (the "Articles of Incorporation"), and in accordance with Section 78.195 of the Revised Statutes of the State of Nevada ("NRS"), the Board of Directors (or, as to certain matters allowed by law, a duly authorized committee thereof) adopted the following resolution establishing a series of Preferred Stock of the Corporation designated as "SERIES D PREFERRED STOCK."

 

RESOLVED, that pursuant to the authority conferred on the Board of Directors of this Corporation (the "Corporation") by the Articles of Incorporation, a series of Preferred Stock, $.001 par value, of the Corporation be and hereby is established and created, and that the designation and number of shares thereof he voting and other powers, preferences and relative, participating, optional or other rights of the shares such Series and the qualifications, limitations and restrictions thereof are as follows:

 

PREFERRED STOCK

 

1. DESIGNATION. This series of Preferred Stock shall be designated "SERIES D PREFERRED STOCK" (the "SERIES D PREFERRED STOCK").

 

2. NUMBER OF SHARES, RIGHTS AND PAR VALUE. The number of shares constituting the SERIES D PREFERRED STOCK shall be equal to the number of members of the Company's Board of Directors sitting at the time of any vote of shareholders wherein votes of SERIES D PREFERRED STOCK are included, not to exceed a total of ten (10) such shares. Each share of the SERIES D PREFERRED STOCK shall have par value of 5.001. The authorized number of shares of Preferred Stock of the Corporation is 40,000,000 and the number of shares constituting the SERIES D PREFERRED STOCK, consisting of the shares authorized hereby, is as aforesaid. The total votes of the issued SERIES D PREFERRED STOCK in any meeting of shareholders shall constitute 50.1% of the outstanding total of all voting stock of the Company on the date of , the shareholder meeting. The SERIES D PREFERRED SHARES shall be issued prior to the shareholder meeting in which they are voted and revoked immediately after said meeting. The SERIES D PREFERRED SHARES may be voted to increase the authorized common shares of the Company, to elect Company Directors, and for other purposes as reasonably determined to be in the best interests of the Company by the Board of Directors even exigent and/or emergency circumstances are determined to exist. No other rights or terms of the SERIES D PREFERRED STOCK are hereby provided.

 
 

 

IN WITNESS WHEREOF, SAVICORP has caused this designation to the certificate to be signed by its President/CEO, and its corporate seal to be hereunto affixed and attested by its Secretary, as of the 22nd day of April 2015.

 

 

SAVICORP

 

  By: /s/ Serge Monroe
  Serge Monros, CEO
   
  Attest:
   
  By: /s/ Rudy Rodriguez
  Rudy Rodriguez, Secretary

 

 



Exhibit 3.3

 

 

 

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s) Description Number of Pages

20150250851-19

 Amendment 1 Pages/1 Copies

 

 

 

 

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4201

Telephone (775) 684-5708

Fax (775) 684-7138

 

 
 

 

 

1. Name of corporation:

SAVICORP

 

2. The articles have been amended as follows: (provide article numbers, if available)

 

ARTICLE VI, CAPITAL STOCK, SECTION 1, AUTHORIZED SHARES: IS CHANGED FROM SIX 1(6) BILLION COMMON SHARES TO EIGHT (8) BILLION COMMON SHARES. THE PAR VALUE IS $0.001 PER SHARE.

 

 

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 57.4%

 

4. Effective date and time of filing: (optional)

 

Date: ___________________      Time: __________________

(must not be later than 90 days after the certificate is filed)