-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O3Kzm9mhUGFnIjX2jVFjnLTCGe2clLOkTUtQgZglRCEiUD0yx5zJ36hRC4BQpUlm t52lnMUMLosadANH0AlDNA== 0001144204-10-013684.txt : 20100316 0001144204-10-013684.hdr.sgml : 20100316 20100316094302 ACCESSION NUMBER: 0001144204-10-013684 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100310 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100316 DATE AS OF CHANGE: 20100316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Zoo Entertainment, Inc CENTRAL INDEX KEY: 0001326652 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-124829 FILM NUMBER: 10683905 BUSINESS ADDRESS: STREET 1: 3805 EDWARDS ROAD, STREET 2: SUITE 400 CITY: CINCINNATI, STATE: OH ZIP: 45209 BUSINESS PHONE: 513.824.8297 MAIL ADDRESS: STREET 1: 3805 EDWARDS ROAD, STREET 2: SUITE 400 CITY: CINCINNATI, STATE: OH ZIP: 45209 FORMER COMPANY: FORMER CONFORMED NAME: Driftwood Ventures, Inc. DATE OF NAME CHANGE: 20050510 8-K 1 v177493_8-k.htm Unassociated Document
 
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): March 10, 2010

ZOO ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)

Delaware
333-124829
71-1033391
     
(State or Other Jurisdiction
(Commission File Number)
(I.R.S. Employer
of Incorporation)
  
Identification No.)

3805 Edwards Road, Suite 400
Cincinnati, OH  45209
 (Address of principal executive
offices including zip code)
(513) 824-8297

 (Former name or former address, if changed since last report)
3805 Edwards Road, Suite 605
Cincinnati, OH  45209


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:

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 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL YEAR.

On March 10, 2010, Zoo Entertainment, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”).  The Certificate of Amendment increased the Company’s authorized shares of common stock, par value $0.001 per share, from 250,000,000 shares to 3,500,000,000 shares.   On January 13, 2010, the Certificate of Amendment was approved by the Company’s board of directors and by the Company’s stockholders holding a majority of the Company’s issued and outstanding shares of common stock.    The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
 
(d) Exhibits
 
Number 
  
Description
3.1
  
Certificate of Amendment to Certificate of Incorporation, filed on March 10, 2010.

 
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: March 16, 2010
 
 
ZOO ENTERTAINMENT, INC.
  
         
         
 
By: 
/s/ David Fremed  
 
Name: 
David Fremed
  
 
Title:
Chief Financial Officer
  

 
 EX-3.1 2 v177493_ex3-1.htm Unassociated Document
 
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
ZOO ENTERTAINMENT, INC.

(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)

Zoo Entertainment, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1.  The name of the corporation is Zoo Entertainment, Inc. (the “Corporation”).  The name under which the Corporation was originally incorporated is Driftwood Ventures, Inc., and the date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was November 13, 2007.  The Certificate of Incorporation of the Corporation was subsequently amended on December 3, 2008 by the filing of a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware, to change the name of the Corporation to Zoo Entertainment, Inc.

2.  The Certificate of Incorporation of the Corporation is hereby amended by striking paragraph A of Article FOURTH thereof, and replacing it with the following:
 
“A.  The total number of shares of all classes of stock which the Corporation shall have authority to issue is Three Billion Five Hundred Five Million (3,505,000,000), consisting of:

(i)  Three Billion Five Hundred Million (3,500,000,000) shares of common stock, par value $0.001 per share (the “Common Stock”); and
 
(ii)  Five Million (5,000,000) shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).

The number of authorized shares of any such class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding plus the number of such shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any other outstanding securities issued by the Corporation that are convertible into or exercisable in any such class or series) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.”
 
3.  Pursuant to Section 228(a) of the General Corporation Law of the State of Delaware, the holders of outstanding shares of the Corporation having no less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present and voted, consented to the adoption of the aforesaid amendments without a meeting, without a vote and without prior notice and that written notice of the taking of such actions was given in accordance with Section 228(e) of the General Corporation Law of the State of Delaware.
 
 
 
 
 
4.  This Certificate of Amendment to Certificate of Incorporation, as filed under Sections 242 of the General Corporation Law of the State of Delaware, has been duly authorized in accordance thereof.


IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to Certificate of Incorporation be signed by its duly authorized officer this 10th day of March, 2010.

 
ZOO ENTERTAINMENT, INC.
       
       
       
 
By: 
/s/ Mark Seremet
  
   
Mark Seremet
  
   
President and Chief Executive Officer
  

 
 
 
 
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