Form 8-K for VAPOR HUB INTERNATIONAL INC.
6-Feb-2015
Change in Directors or Principal Officers, Amendments to Articles of
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.On February 2, 2015, the Board of Directors of Vapor Hub International Inc. (the “Company”) and holders of 55.8% of the Company’s outstanding common stock (or 38,000,001 shares of 68,060,001 issued and outstanding shares) acting by written consent approved the adoption of the Company’s 2015 Omnibus Incentive Plan (the “2015 Plan”).
The 2015 Plan provides for the grant of stock options (both incentive stock options and non-qualified stock options), restricted stock, restricted stock units, stock appreciation rights, performance-based awards, dividend equivalents, stock payments and deferred stock units to eligible participants. Eligible participants include officers, employees, non-employee directors and certain consultants and advisers. The aggregate number of shares of the Company’s common stock authorized for issuance under the 2015 Plan is 20,400,000, subject to adjustment as described in the 2015 Plan.
The foregoing summary of the 2015 Plan is qualified in its entirety by reference to the plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 3.03
On February 2, 2015, the Company filed a Certificate of Withdrawal of Certificate of Designation (“Certificate of Withdrawal”) with the Secretary of State of the state of Nevada. The certificate withdrawals the Certificate of Designation filed by the Company on January 9, 2014, which designated all of the Company’s preferred stock as “Series A Preferred Stock.” Following the filing of the Certificate of Withdrawal, the Company has 10,000,000 shares of undesignated preferred stock, par value $0.001, available for future designation by the Company’s Board of Directors. A copy of the Certificate of Withdrawal is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Amended and Restated Articles of Incorporation
On February 2, 2015, the Board of Directors of the Company and holders of 55.8% of the Company’s outstanding common stock acting by written consent approved an Amended and Restated Articles of Incorporation of the Company (the “Amended and Restated Articles”) and the Amended and Restated Articles were filed by the Company with the Secretary of State of the State of Nevada on February 5, 2015.
The Amended and Restated Articles increase the authorized number of shares of common stock, par value $0.001, of the Company from 140,000,000 shares to 1,010,000,000 shares to comply with covenants contained in the Company’s debt facility with Typenex Co-Investment, LLC and maintain 10,000,000 shares as undesignated preferred stock. In addition, among other matters, the Amended and Restated Articles provide that any action required or permitted to be taken by stockholders of the Company must be effected at a duly called annual or special meeting of the stockholders and may not be effected by written consent in lieu of a meeting except in certain circumstances. The prior articles of the Company did not have any limitations on stockholder action by written consent.
A copy of the Amended and Restated Articles is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Amended and Restated Bylaws
On February 2, 2015, the Board of Directors of the Company and holders of 55.8% of the Company’s outstanding common stock acting by written consent adopted the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”).
The Amended and Restated Bylaws replace and supersede in their entirety the existing Bylaws of the Company (the “Prior Bylaws”).
Among other changes to the Prior Bylaws, the Amended and Restated Bylaws:
The foregoing description is qualified in its entirety by reference to the Amended and Restated Bylaws, which is filed as Exhibit 3.3 and is incorporated herein by reference.
Item 5.07
Item 9.01