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): July 10, 2014
SOLAR POWER, INC.
(Exact name of registrant as specified in its charter)
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California |
000-50142 |
20- 4956638 |
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3400 Douglas Boulevard, Suite #285
Roseville, California 95661
(Address and telephone number of principal executive offices) (Zip Code)
(916) 770-8100
(Registrant's telephone number, including area code)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 May 19, 2014, the shareholders of Solar Power Inc. approved an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock of the Company from Two Hundred and Fifty Million (250,000,000) to One Billion (1,000,000,000).
A copy of the Amendment to the Amended and Restated Articles of Incorporation of the Company as filed with the California Secretary of State on July 10, 2014, is attached hereto as Exhibit 3.2A and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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No. |
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Description |
| 3.2A | Amendment to Articles of Amended and Restated Articles of Incorporation dated May 19, 2014 as filed with the California Secretary of State on July 10, 2014. |
SIGNATURE
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.
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SOLAR POWER, INC. a California Corporation |
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Dated: July 14, 2014 |
/s/ Roger Yu |
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Roger Yu |
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Chief Financial Officer |
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Exhibit 3.2A
CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF SOLAR POWER, INC.
The undersigned, Min Xiahou and Roger Yu hereby certify that:
ONE: Min Xiahou is the duly elected Chief Executive Officer and Roger Yu is the acting Secretary of Solar Power, Inc., a California corporation (“Corporation”).
TWO: Article Three of the Amended and Restated Articles of Incorporation of the Corporation shall be amended to read in full as follows:
“THIRD: This corporation is authorized to issue two classes of shares designated “Common Stock” and “Preferred Stock,” respectively. The total number of shares of Common Stock this corporation is authorized to issue is One Billion (1,000,000,000), par value $0.0001 per share, and the total number of shares of Preferred Stock this corporation is authorized to issue is Twenty Million (20,000,000), par value $0.0001 per share.
Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors shall determine the designation of each series and the authorized number of shares of each series. The Board of Directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of shares of Preferred Stock and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series. If the number of shares of any series of Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.”
THREE: The foregoing amendment of the Amended and Restated Articles of Incorporation has been approved by the board of directors of the Corporation.
FOUR: The foregoing amendment of the Amended and Restated Articles of Incorporation has been approved by the holders of the requisite number of shares of the Corporation in accordance with Sections 902 and 903 of the California Corporations Code. The total number of outstanding shares entitled to vote with respect to the foregoing amendment was 198,214,456 shares of common stock. The number of shares of common stock voting in favor of the foregoing amendment equaled or exceeded the vote required, such required vote being a majority of the outstanding voting shares.
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.
Date: May 19, 2014
/s/ Min Xiahou
Min Xiahou, CEO
/s/ Roger Yu
Roger Yu, Secretary