0001354488-15-005558.txt : 20151216 0001354488-15-005558.hdr.sgml : 20151216 20151216110630 ACCESSION NUMBER: 0001354488-15-005558 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151214 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151216 DATE AS OF CHANGE: 20151216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCIERGE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001005101 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954442384 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29913 FILM NUMBER: 151290257 BUSINESS ADDRESS: STREET 1: 29115 VALLEY CENTER RD. K-206 CITY: VALLEY CENTER STATE: CA ZIP: 92082 BUSINESS PHONE: 866-800-2978 MAIL ADDRESS: STREET 1: 29115 VALLEY CENTER RD. K-206 CITY: VALLEY CENTER STATE: CA ZIP: 92082 FORMER COMPANY: FORMER CONFORMED NAME: STARFEST INC DATE OF NAME CHANGE: 20000310 8-K 1 cncg_8k.htm CURRENT REPORT cncg_8k.htm


U.S. 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): December 14, 2015
 
Concierge Technologies, Inc.
 (Exact name of registrant as specified in its charter)

   Nevada
 
333-38838
 
95-4442384
(state of incorporation)
 
(Commission File Number)
  (IRS Employer I.D. Number)
 
29115 Valley Center Rd.,  K-206
Valley Center, CA 92082
(866) 800-2978
(Address and telephone number of registrant's principal
executive offices and principal place of business)
 
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 8.01                      Other Events.

On November 11, 2015, the Board of Directors (the “Board”) of Concierge Technologies, Inc. (the “Company”) approved the implementation of a one-for-ten (1:10) reverse stock split of all of the Company’s issued and outstanding common and preferred stock (the “Reverse Stock Split”).  The Reverse Stock Split will be effective when trading opens on December 15, 2015.
 
The Reverse Stock Split was previously approved by the Company’s shareholders pursuant to a majority written consent and by the Board pursuant to unanimous written consent on February 26, 2015. The approvals provided discretion to the Board to implement the Reverse Stock Split by the end of 2015. Notice of shareholder approval was mailed to the Company’s shareholders on April 17, 2015 pursuant to a 14C Information Statement.

As a result of the Reverse Stock Split, every ten (10) shares of issued and outstanding common and preferred stock of the Company will be converted into one (1) share of common stock. All fractional shares created by the Reverse Stock Split will be rounded to the nearest whole share.  If the fraction created is one half or less, it will be rounded down to the nearest whole share.  If the fraction is more than one half, it will be rounded up to the nearest whole share.  Each shareholder will receive at least one share. The number of the Company’s authorized shares of common stock will not change.

A new CUSIP number has been issued for the Company’s common stock (“206065203”) to distinguish stock certificates issued after the effective date of the Reverse Stock Split.  The Company’s old CUSIP number was 206065104.

The common stock will begin trading on a split-adjusted basis on December 15, 2015 on OTC Markets under the ticker symbol “CNCGD”.  The “D” is appended at the end of the ticker symbol to signify the split for twenty (20) trading days at which time the symbol will revert back to “CNCG.”

Item 9.01                   Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
 
Description
 
 
 
Press Release dated December 14, 2015
 
 
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.
 
Date: December 16, 2015 CONCIERGE TECHNOLOGIES, INC.  
       
 
By:
/s/Nicholas Gerber  
   
Nicholas Gerber, Chief Executive Officer
 
       
       
 
 
 
 
 

EX-99.1 2 cncg_ex991.htm PRESS RELEASE cncg_ex991.htm
Exhibit 99.1
 
Concierge Technologies Announces Reverse Stock Split
 
 
Valley Center, CA, December 14, 2015, Concierge Technologies, Inc. (OTC:CNCG) (the “Company” or “Concierge”), a supplier of mobile video devices through its wholly owned subsidiary, Kahnalytics, and now a commercial-scale manufacturer and distributor of New Zealand meat pies through its wholly-owned subsidiary Gourmet Foods, Ltd., today announced a 1-for-10 reverse split of its issued and outstanding common and preferred stock effective December 15, 2015.  The common stock will begin trading on a split-adjusted basis on December 15, 2015 on OTC Markets under the ticker symbol “CNCGD”.  The “D” is appended at the end of the ticker symbol for twenty (20) trading days at which time the symbol will revert back to “CNCG.”  There is no proportional split of the Company’s authorized share count.
 
The Company’s shareholders approved the reverse stock split pursuant to a majority written consent of the shareholders on February 26, 2015 which granted discretion to the board of directors of the Company to implement the reverse split by the end of 2015.  Notice of shareholder approval was mailed to the Company’s shareholders on April 17, 2015 pursuant to a 14C Information Statement.  The board of directors formally approved the December 15 effective date by unanimous written consent on November 11, 2015.
 
The reverse stock split is being implemented by Concierge to allow the Company to qualify for trading on the OTCQB marketplace which has a $0.01 minimum bid price requirement.  There can be no assurance that the reverse stock split will have the desired effect of raising the bid price of Concierge’s common stock to meet this requirement.  By implementing the reverse split, the Company hopes to gain broader access to the institutional investment community and improve the marketability and liquidity of the common stock to further facilitate potential future financings if necessary.
 
The reverse split reduced the number of shares of Concierge’s outstanding common stock from approximately 679,536,298 to approximately 67,953,630 and its outstanding Series B preferred stock from 37,543,544 to 3,754,354. Fractional shares will be rounded to the nearest whole number but every shareholder will be entitled to at least one whole shares.
 
Additional information about the reverse stock split can be found in the Company’s Form 8-K filed with the Securities and Exchange Commission.
 
About Concierge Technologies, Inc.
 
Concierge Technologies, Inc. operates through its wholly-owned subsidiary Kahnalytics, Inc. who has been bringing the latest in mobile video recording technologies to the commercial insurance industry. Kahnalytics is currently involved in the final phases of implementing a comprehensive Internet-based data gathering and reporting system that will take video uploads from camera devices and event data from other in-vehicle hardware for driver performance rating and risk analysis for major fleet operators. The Company recently completed the acquisition of New Zealand-based Gourmet Foods Ltd., a well-established producer of popular New Zealand meat pies and bakery products under recognized supermarket brand names “Pat’s Pantry” and “Ponsonby Pies”.  Management is actively seeking the acquisition of established enterprises with a high likelihood of profitability to add to its growing, diverse portfolio of operating businesses.
 
 
 

 
 
This release may contain "forward-looking statements" that include information relating to future events and future financial and operating performance. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. For a more detailed description of the risk factors and uncertainties affecting Concierge Technologies or its subsidiary companies, please refer to the Company's recent Securities and Exchange Commission filings, which are available at the Company’s website or at www.sec.gov.
 
For more information about Gourmet Foods, Ltd. please visit www.bestpies.co.nz.
 
For more information about Concierge Technologies, Inc. contact:
 
Concierge Technologies, Inc.: www.conciergetechnology.net
Nicholas Gerber, CEO: ngerber@conciergetechnology.net
David Neibert, CFO: dneibert@conciergetechnology.net
Tel: 866-800-2978 ext. 3