0001144204-13-024447.txt : 20130429 0001144204-13-024447.hdr.sgml : 20130427 20130429094233 ACCESSION NUMBER: 0001144204-13-024447 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130423 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130429 DATE AS OF CHANGE: 20130429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALMAH,INC CENTRAL INDEX KEY: 0001537561 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 460524102 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-178883 FILM NUMBER: 13789405 BUSINESS ADDRESS: STREET 1: PEMBROKE HOUSE, 28-32 PEMBROKE ST UPPER CITY: DUBLIN STATE: L2 ZIP: 0000 BUSINESS PHONE: 353971536401 MAIL ADDRESS: STREET 1: PEMBROKE HOUSE, 28-32 PEMBROKE ST UPPER CITY: DUBLIN STATE: L2 ZIP: 0000 8-K 1 v342862_8k.htm 8-K

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):		April 23, 2013

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

Nevada	333-178883		46-0524102
(State or other jurisdiction	(Commission		(IRS Employer
of incorporation)	File Number)		Identification No.)

Pembroke House, 28-32 Pembroke St Upper, Dublin 2, Ireland
(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code:		353-871536401

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))

Section 5 - Corporate Governance and Management

Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective April 23, 2013, the Board of Directors of Almah, Inc. (the “Company”) amended Article 3, Section 3.11 of the Company’s Bylaws to provide the directors the ability to fill vacancies occurring on the Board of Directors resulting from an increase in the number of directors. The Bylaws previously required a vacancy resulting from an increase in the number of directors to be filled by the Company’s stockholders. A copy of the text of the amendment is attached as Exhibit 3.1 and is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

	Exhibit		Name
	Exhibit 3.1		First Amendment to Bylaws

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.

	ALMAH, INC.



Dated: April 29, 2013	/s/ Terrence W. Norchi, M.D.
	Terrence W. Norchi, M.D.
	President, Chief Executive Officer and
	Interim Chief Financial Officer

EX-3.1 2 v342862_ex3-1.htm EXHIBIT 3.1

EXHIBIT 3.1

FIRST AMENDMENT TO BYLAWS

ARTICLE 3.

BOARD OF DIRECTORS

3.11 BOARD OF DIRECTOR VACANCIES

Unless the Articles of Incorporation provide otherwise, if a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors, the director(s) remaining in office may fill the vacancy. If the directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled by the Board of Directors before the vacancy occurs, but the new director may not take office until the vacancy occurs.

The term of a director elected to fill a vacancy expires at the next shareholders’ meeting at which directors are elected. However, if his term expires, he shall continue to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.