-----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, AqDhqlzGdvmQ7NSykgP9JQUnwB3P5D3SPP0hjtrnt8PYvB53PiGtJ69HnFh2Hz+2 QFP4NA2VbEoAYSU22j4voQ== 0001144204-08-042443.txt : 20080729 0001144204-08-042443.hdr.sgml : 20080729 20080729160926 ACCESSION NUMBER: 0001144204-08-042443 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080728 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080729 DATE AS OF CHANGE: 20080729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: URON INC CENTRAL INDEX KEY: 0001363958 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 470848102 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52015 FILM NUMBER: 08975980 BUSINESS ADDRESS: STREET 1: 9449 SCIENCE CENTER DRIVE CITY: NEW HOPE STATE: MN ZIP: 55428 BUSINESS PHONE: 763 504 3000 MAIL ADDRESS: STREET 1: 9449 SCIENCE CENTER DRIVE CITY: NEW HOPE STATE: MN ZIP: 55428 8-K 1 v121136_8k.htm

 
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 28, 2008
 

 
WESTERN CAPITAL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
 
Minnesota
000-52015
47-0848102
     
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
2201 West Broadway, Suite 1
Council Bluffs, Iowa 51501
(Address of principal executive offices) (Zip Code)
 
(712) 322-4020
(Registrant’s telephone number, including area code)
 
URON INC.
(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:

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 Bylaws; Change in Fiscal Year.

On July 28, 2008, the Company’s board of directors authorized and directed a change in the Company’s name from URON Inc. to Western Capital Resources, Inc. The name change was made effective by filings made with the Minnesota Secretary of State on July 29, 2008. A copy of the Articles of Amendment to the Articles of Incorporation is attached hereto as Exhibit 3.1, and is incorporated herein by this reference.

Item 5.05.   Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

Effective July 28, 2008, the Company’s board of directors adopted an amended and restated Code of Ethics. The Company’s Code of Ethics have been amended and restated primarily to make it applicable to all employees of the Company, not just management. A copy of the amended and restated Code of Ethics is attached hereto as Exhibit 14.1, and is incorporated herein by this reference.

Item 8.01 Other Events.

On July 29, 2008, Western Capital Resources, Inc. published the press release attached hereto as Exhibit 99.1, which is incorporated herein by this reference.
 
Item 9.01.  Financial Statements and Exhibits.
 
(d)
    Exhibits.  
     
 
Exhibit
Description
 
3.1
Articles of Amendment to the Articles of Incorporation.
 
14.1
Amended and Restated Code of Ethics.
 
99.1
Press Release dated July 29, 2008.

 
1

 

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.
     
 
WESTERN CAPITAL RESOURCES, INC.:
(Registrant)
 
 
 
 
 
 
Date: July 29, 2008 By:       /s/ Christopher Larson
 
  Christopher Larson, Chief Executive Officer
 
 
2

 
 
EX-3.1 2 v121136_ex3-1.htm

 
Exhibit 3.1
 
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
URON INC.

The undersigned, Chief Financial Officer of URON Inc., a Minnesota corporation (the “Corporation”), hereby certifies that the following Articles of Amendment have been duly adopted by the Corporation’s board of directors, pursuant to the provisions of the Minnesota Business Corporation Act.

 
1.
The name of the Corporation is: URON Inc.

 
2.
Article 1 of the Corporation’s Amended and Restated Articles of Incorporation is amended to read in its entirety as follows:

“ARTICLE 1
NAME

The name of this corporation is Western Capital Resources, Inc.”
  
 
3.
This amendment has been adopted pursuant to Chapter 302A of the Minnesota Statutes, also called the Minnesota Business Corporation Act.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand effective this 22nd day of July, 2008.
     
   
 
 
 
 
 
 
  By:      /s/ Steve Staehr
 
  Steve Staehr, Chief Financial Officer

EX-14.1 3 v121136_ex14-1.htm

Exhibit 14.1
 
WESTERN CAPITAL RESOURCES, INC.
 
CODE OF ETHICS FOR MANAGEMENT
(INCLUDING PRINCIPAL EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS)
AND NON-MANAGEMENT EMPLOYEES
 

 
Western Capital Resources, Inc. (the “Company”) expects the highest ethical conduct from its principal executive officer and senior financial officers, and other members of the Company’s management and headquarters staff (collectively, our “management”). In addition, the Company expects the highest ethical conduct from its other employees. Your full compliance with this Code is mandatory. In addition, you are expected to foster a culture of transparency, integrity and honesty among all employees.
 
Conflicts of Interest
 
As a member of the Company’s management, you must avoid any investment, interest or association that interferes, might interfere, or might appear to interfere, with your independent exercise of judgment in the Company’s best interests.
 
Situations in which your personal interests conflict with your independent exercise of judgment on behalf of the Company may include (1) situations in which you can use your position at the Company for personal gain (e.g., causing the Company to enter into a business transaction with your relatives or friends) or (2) situations which develop into actual or potential conflicts due to factors beyond your control (e.g., the bank at which your wife is an executive in commercial lending is acquired by the Company’s principal lender). Situations in the first category are strictly prohibited. Situations in the second category should be disclosed immediately to the Board of Directors of the Company for a determination on procedures to avoid impairment of independent judgment on behalf of the Company.
 
As with our management, we expect our other employees to take action to prevent, and where appropriate, to refrain from taking action that would cause our shareholders or customers to believe there may be, any investment, interest or association that compromises the ability of our employees to exercise their independent judgment to act in the best interests of our Company.
 
If you have concerns about any situation, follow the steps outlined in the Section on “Reporting Violations.”
 
Accurate Public Disclosures
 
Full, fair, accurate, timely and understandable disclosures in the Company’s periodic reports filed with the U.S. Securities and Exchange Commission and press releases is legally required and is essential to the success of our business. Our management is required to exercise the highest standard of care in preparing such public disclosures. Furthermore, we expect our employees to provide members of our management with accurate and clear information whenever they are asked to provide any information to management in connection with such public disclosures (or whenever they reasonably believe such information will be used in such public disclosures). The following guidelines are intended to be instructive but are not comprehensive:
 
·
All Company accounting records, as well as reports produced from those records, must comply with applicable laws, regulations, and industry standards.
 
 
 

 
 
·
All records, including accounting records, must fairly and accurately reflect the transactions or occurrences to which they relate.
 
·
All accounting records must fairly and accurately reflect, in reasonable detail, the Company’s assets, liabilities, revenues and expenses.
 
·
The Company’s accounting records must not contain any false or intentionally misleading entries.
 
·
All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period.
 
·
No information should be concealed from the independent auditors.
 
Compliance
 
All of our employees, including our management and our non-management employees, are expected to comply with both the letter and spirit of all applicable governmental laws, rules and regulations. Such laws, rules and regulations include, without limitation, state laws and regulations governing the operation of the Company’s business, federal and state securities laws, federal and state laws relating to data and customer privacy, financial institutions, and anti-terrorism or anti-criminal enforcement efforts.
 
If you fail to comply with this Code, any other specific requirements that may be set out in a contract or applicable employee handbook, and/or with any applicable laws, you will be subject to disciplinary measures, up to and including immediate discharge from the Company.
 
Reporting Violations
 
Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow associates. If you are powerless to stop suspected misconduct or discover it after it has occurred, you must report it to the appropriate level of management at your location.
 
If you are still concerned after speaking with your local management or feel uncomfortable speaking with them (for whatever reason), you must (anonymously, if you wish) send a detailed note, with relevant documents, to Western Capital Resources, Inc., at 2201 West Broadway, Suite 1, Council Bluffs, Iowa 51501 (attention: Chief Financial Officer). If you have reason to believe that the Chief Financial Officer will not address your concerns, or if you believe your concerns have not been addressed by the Chief Financial Officer, you may address any concerns to the attention of the Chairman of the Board of Directors of the Company.
 
Your calls, detailed notes and/or e-mails will be dealt with confidentially. You have the commitment of Western Capital Resources, Inc. and of its Board of Directors that you will be protected from retaliation. Retaliation by anyone against any reporting person will not be tolerated.
 
In the course of your employment with the Company, you may be asked to provide information relating to possible violations of this Code or other Company policies. In any such event, the Company expects that you will fully cooperate with any internal investigations, including any such investigations relating to accounting, financial and audit matters.
 
 
 

 
 
Changes and Waivers
 
In accordance with the rules of the U.S. Securities and Exchange Commission, any change to, or waiver of, this Code must be immediately publicly disclosed.
 
Conclusion
 
In the final analysis, there are no universal rules or easy answers. Ask yourself whether your actions could be questioned by supervisors, associates, clients, family and the general public. If you are uncomfortable with your answer, you are encouraged to discuss the situation with your immediate supervisor or raise your concerns with the Chief Financial Officer of the Company or its Chairman of the Board of Directors (See Reporting Violations) before proceeding.
 

 
Western Capital Resources, Inc.
2201 West Broadway, Suite 1
Council Bluffs, Iowa 51501
(712) 322-4020

 
EX-99.1 4 v121136_ex99-1.htm
URON Inc. Changes Name to
Western Capital Resources, Inc.


Council Bluffs, IA—July 29, 2008—URON Inc. (OTC: URRN.OB), a Minnesota corporation (the “Company”), announced today that its board of directors has approved a change in the Company’s name to “Western Capital Resources, Inc.,” and that appropriate documents effecting the name change have been filed with the Minnesota Secretary of State. The Company has notified Nasdaq Market Operations of the name change and expects to receive a new ticker symbol for its common stock on the OTCBB shortly.

The board of directors approved the name change to better reflect the Company’s current business of cash advance lending, together with its focus on diversifying the existing business to include other financial enterprises. “The name change effected today is a major step in the progression of Western Capital Resources as a corporation” stated Christopher M. Larson, the Company’s President and Chief Executive Officer. “We believe that this name is reflective of both our current geographic focus and our broader hopes for growing the Company’s financial business.”

The Company engaged in a merger transaction with Wyoming Financial Lenders, Inc., a Wyoming corporation, on December 31, 2007. Since that time, the cash advance lending business of Wyoming Financial Lenders has been the main business of the Company, but the Company has continued to operate under its former name (URON Inc.). Since the merger, the Company has grown, primarily through small acquisitions, to add ten new cash advance and title lending stores.

About Western Capital Resources, Inc.

Western Capital Resources, Inc. presently operates 61 cash advance lending stores in 11 different states, including Arizona, Nebraska, Iowa, North Dakota, South Dakota, Wyoming, Montana, Kansas, Colorado, Wisconsin and Utah. The Company provides customers with short-term cash advance loans, typically ranging from $100 to $500, in addition to ancillary consumer financial products and services that are complementary to the cash advance lending business, such as check-cashing services, money transfers and money orders. Western Capital Resources is an over-the-counter bulletin board-listed company that files periodic disclosure reports with the United States Securities and Exchange Commission.
 
Forward-Looking Statements

This press release contains certain statements that are “forward-looking statements” and includes, among other things, discussions and disclosures of the business strategies and corporate and marketing identity of Western Capital Resources, Inc. Words such as, but not limited to, “may,” “likely,” “anticipate,” “expect” and “believes” generally indicate forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are generally reasonable, it can give no assurance that such expectations will ultimately prove to be correct or materialize. All phases of the Company’s operations and business are subject to a number of uncertainties, risks and other influences, most of which are outside its control, and any one or combination of which could materially and adversely affect the results of the Company’s operations, and whether any forward-looking statements contained herein ultimately prove to be accurate.


Contact: Christopher Larson, Chief Executive Officer (712) 322-4020.
 
 
 
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