0001144204-11-044989.txt : 20110809 0001144204-11-044989.hdr.sgml : 20110809 20110809164748 ACCESSION NUMBER: 0001144204-11-044989 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110805 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110809 DATE AS OF CHANGE: 20110809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SentiSearch, Inc. CENTRAL INDEX KEY: 0001380024 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 205655648 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52320 FILM NUMBER: 111021470 BUSINESS ADDRESS: STREET 1: 1217 SOUTH FLAGLER DRIVE, 3RD FLOOR CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 805-684-1830 MAIL ADDRESS: STREET 1: 1217 SOUTH FLAGLER DRIVE, 3RD FLOOR CITY: WEST PALM BEACH STATE: FL ZIP: 33401 8-K 1 v231428_8k.htm FORM 8-K 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) August 5, 2011
_______________________
 
SENTISEARCH, INC.
(Exact name of registrant as specified in its charter)

 

Delaware
000-52320
20-5655648
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)


27 East 62nd Street, Suite 9D
  
New York, NY
10065
(Address of principal executive offices)
(Zip Code)


Registrant's telephone number, including area code: (561) 653-3284

1217 South Flagler Drive, 3rd Floor, West Palm Beach, FL 33401
(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 5.07
Submission of Matters to a Vote of Security Holders.
 
(a) Sentisearch, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (“2011 Annual Meeting”) on August 5, 2011. Each holder of the Company’s common stock was entitled to one vote per share held.
 
(b) Proposal 1: At the 2011 Annual Meeting, the Stockholders elected each of the following nominees as directors to serve on the Company’s Board of Directors until the 2012 Annual Meeting of Stockholders and/or until their successors are duly elected and qualified. Each nominee received affirmative votes from more than a majority of the votes cast. The vote for each director was as follows: 
 
 
Total Votes FOR
Total Votes WITHHELD
Total Broker Non-Votes
Joseph K. Pagano
10,843,988
5,600
2,913,469
Frederick R. Adler
10,847,588
2,000
2,913,469
Erik R. Lundh
10,847,588
2,000
2,913,469
Dean R. Gresk
10,847,588
2,000
2,913,469

Proposal 2: At the 2011 Annual Meeting, the Stockholders also voted to approve an amendment to the Company’s Certificate of Incorporation increasing the number of authorized shares of Common Stock from 20,000,000 to 40,000,000 and cast their votes as follows:
 
 
Total Votes
FOR
13,344,498
  
AGAINST
418,559
  
ABSTAIN
0
  
Broker Non-Votes
0
  

Proposal 3: At the 2011 Annual Meeting, the Stockholders also voted to approve and ratify the Company’s 2010 stock Incentive Plan and cast their votes as follows: 
 
 
Total Votes
FOR
10,768,387
  
AGAINST
76,101
  
ABSTAIN
5,100
  
Broker Non-Votes
2,913,469
  
 
Proposal 4: At the 2011 Annual Meeting, the Stockholders also voted to ratify the appointment of Raich Ende Malter & Co. LLP as the Company’s Independent Registered Public Accountants and cast their votes as follows: 
 
 
Total Votes
FOR
13,650,556
  
AGAINST
112,502
  
ABSTAIN
0
  
 
Item 9.01
Exhibits

3.1           Certificate of Amendment to the Company’s Certificate of Incorporation
 
 
 
 

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.
 
 
SENTISEARCH, INC.
  
       
Dated: August 9, 2011
By:
/s/ Joseph K. Pagano
  
    Name: Joseph K. Pagano   
    Title:   Chief Executive Officer, Secretary,  
   
            Treasurer and Chairman of the Board
  
 
 EX-3.1 2 v231428_ex3-1.htm EXHIBIT 3.1 Unassociated Document
CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

SENTISEARCH, INC.

Adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware
 
The undersigned, being a duly authorized officer of Sentisearch, Inc. (the "Corporation"), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:
 
FIRST:    That the Certificate of Incorporation of the Corporation has been amended as follows by striking out the whole of Article FOURTH thereof as it now exists and inserting in lieu and instead thereof a new Article FOURTH, reading as follows:
"The total number of shares of common stock which the corporation shall have the authority to issue is forty million (40,000,000) shares, having a par value of $.0001 per share.”

SECOND:       That such amendment has been duly adopted by the affirmative vote of the holders of a majority of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of the General Corporation Law of the State of Delaware.
 
 
 
 
 
IN WITNESS WHEREOF, I have signed this Certificate this 9th day of August, 2011.
 
 
SENTISEARCH, INC.
   
   
   
 
By:  /s/ Joseph K. Pagano                         
Name:  Joseph K. Pagano
Title:    Chairman & CEO
 
 
 
 
-2-