0001354488-14-003541.txt : 20140703 0001354488-14-003541.hdr.sgml : 20140703 20140703135543 ACCESSION NUMBER: 0001354488-14-003541 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140701 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year FILED AS OF DATE: 20140703 DATE AS OF CHANGE: 20140703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICEWEB INC CENTRAL INDEX KEY: 0001097718 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 132640971 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27865 FILM NUMBER: 14960055 BUSINESS ADDRESS: STREET 1: 22900 SHAW ROAD STREET 2: SUITE 111 CITY: STERLING STATE: VA ZIP: 20166 BUSINESS PHONE: 571-287-2400 MAIL ADDRESS: STREET 1: 22900 SHAW ROAD STREET 2: SUITE 111 CITY: STERLING STATE: VA ZIP: 20166 FORMER COMPANY: FORMER CONFORMED NAME: ICEWEB COMMUNICATIONS INC DATE OF NAME CHANGE: 20020918 FORMER COMPANY: FORMER CONFORMED NAME: DISEASE SCIENCES INC DATE OF NAME CHANGE: 20020409 FORMER COMPANY: FORMER CONFORMED NAME: AUCTION ANYTHING COM INC DATE OF NAME CHANGE: 19991026 8-K 1 icew_8k.htm CURRENT REPORT icew_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
July 1, 2014
 

 
IceWEB, Inc.
(Exact name of registrant as specified in its charter)

     
Delaware
0-27865
13-2640971
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

   
324 E 11th, Suite 2425, Kansas City, MO
64106
(Address of principal executive offices)
(Zip Code)

   
Registrant's telephone number, including area code
(571) 287-2380

 
not applicable
(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
AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On July 1, 2014, IceWEB, Inc., a Delaware corporation (“Company”), obtained written consent from UnifiedOnline! LLC approving an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock from One Billion (1,000,000,000) shares of Common Stock, par value $0.001 per share, to Five Billion (5,000,000,000) authorized shares of Common Stock, par value $0.001 per share; and to retain the class of its authorized stock known as Preferred Stock, comprised of Ten Million (10,000,000) shares, par value $0.001 per share.  Series of the Preferred Stock may be created and issued from time to time, with such designations, preferences, conversion rights, cumulative, relative, participating, optional or other rights, including voting rights, qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions providing for the creation and issuance of such series of Preferred Stock as adopted by the Board of Directors. The Preferred Stock continues to maintain the same designations, preferences, conversion and other rights that existed prior to the amendment to the Certificate of Incorporation.
 
 
 
 
 
 
 
 
  
UnifiedOnline! LLC is the Company shareholder holding sufficient votes to approve this amendment. The amendment was previously approved by the Company’s Board of Directors, subject to shareholder approval.  

On July 1, 2014, the Company filed a Certificate of Amendment of Certificate of Incorporation with the State of Delaware Secretary of State Division of Corporations to reflect the foregoing increase in authorized shares of Common Stock (the “Increase in Authorized”).  The Increase in Authorized has an  effective date with the State of Delaware Secretary of State Division of Corporations of July 1, 2014, the date the Certificate of Amendment of Certificate of Incorporation was filed.

Following the Certificate of Amendment of Certificate of Incorporation, the total number of shares of all classes of capital stock which the Company shall have the authority to issue is Five Billion Ten Million (5,010,000,000) shares of which Five Billion (5,000,000,000) shares shall be Common Stock, par value $0.001 per share and Ten Million (10,000,000) shares shall be Preferred Stock, par value $0.001 per share. Prior to the Certificate of Amendment of Certificate of Incorporation, the total number of shares of all classes of capital stock which the Company had the authority to issue was One Billion Ten Million (1,010,000,000) shares of which One Billion (1,000,000,000) shares were Common Stock, par value $0.001 per share, and Ten Million (10,000,000) shares were Preferred Stock, par value $0.001 per share.
 
 
 
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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.
 
 
IceWEB, Inc.
  
       
Date:  July 3, 2014
By:
/s/ Robert M. Howe, III  
    Robert M. Howe, III   
    Chief Executive Officer  
       
 
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