0000725876-16-000097.txt : 20160610 0000725876-16-000097.hdr.sgml : 20160610 20160610162815 ACCESSION NUMBER: 0000725876-16-000097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160610 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events FILED AS OF DATE: 20160610 DATE AS OF CHANGE: 20160610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DraftDay Fantasy Sports, Inc. CENTRAL INDEX KEY: 0000725876 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 330637631 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35620 FILM NUMBER: 161708961 BUSINESS ADDRESS: STREET 1: 902 BROADWAY STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-231-0092 MAIL ADDRESS: STREET 1: 902 BROADWAY STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: Viggle Inc. DATE OF NAME CHANGE: 20120607 FORMER COMPANY: FORMER CONFORMED NAME: FUNCTION (X) INC. DATE OF NAME CHANGE: 20110216 FORMER COMPANY: FORMER CONFORMED NAME: GATEWAY INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19980629 8-K 1 form8-k692016serieseprefer.htm 8-K 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: June 10, 2016

Function(x) Inc.
(Exact name of Registrant as Specified in its Charter)
 
Delaware
0-13803
33-0637631
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

902 Broadway, 11th Floor
New York, New York
(Address of principal executive offices)
 

10010 
(Zip Code)
 
(212) 231-0092
(Registrant’s Telephone Number, including Area Code)
 

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

The Company changed its corporate name to “Function(x) Inc.” by filing a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Company’s common stock will begin being quoted on the NASDAQ Stock Market under the symbol “FNCX” on June 13, 2016. The Company has been assigned the CUSIP number 36077T 108. The Company’s stockholders are not required to take any action with regard to their ownership of shares of stock of the Company in connection with the name change. A copy of the Certificate of Amendment is filed hereto as Exhibit 3.1 and incorporated herein by reference.

Item 8.01 Other Events

On June 10, 2016, the Company’s transfer agent, American Stock Transfer & Trust Company, sent a notice to the Company’s stockholders announcing a meeting of stockholders scheduled for June 29, 2016 for the purpose of (i) updating the stockholders on the status of the Company; (ii) answering any questions that Company stockholders may have, and (iii) conducting such other business as may properly come before the board. No votes are expected to be taken at the meeting, and the Company is not soliciting any proxies in connection with the meeting. The Company is not aware of any business to be brought before the meeting. A copy of the notice is attached as Exhibit 10.1

Item 9.01 Financial Statements and Exhibits.

Exhibits

Exhibit No.    Description
3.1        Form of Amendment to the Amended and Restated Certificate of Incorporation
10.1        Notice to Stockholders





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.

 
 
 
 
FUNCTION(X) INC.
 
 
 
Date: June 10, 2016
By:
/s/ Mitchell J. Nelson
 
Name:  Mitchell J. Nelson
 
Title:   Executive Vice President
 

EX-3.1 2 functionxcertificateofamen.htm FORM OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
FUNCTION(X) INC.
Under Section 242 of the Delaware General Corporation Law

                                    


It is hereby certified that:

1.
The name of the corporation is Function(x) Inc. (the “Corporation”).

2.The Certificate of Incorporation of the Corporation is hereby amended by deleting Article I thereof in its entirety and replacing it in its entirety with the following:

“The name of the corporation is RACX Inc. (the “Corporation”).”

3.The amendment to the Certificate of Incorporation of the Corporation effected by this Certificate was duly authorized by the Board of Directors of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned duly authorized officer of the Corporation has executed this Certificate and affirmed that the statements made herein are true under penalties of perjury this 17th day of May, 2016.

FUNCTION(X) INC.



By:                        
Name:    Mitchell J. Nelson            
Title:    Executive Vice President/Secretary    



EX-10.1 3 noticeofstockholdersmeetin.htm NOTICE TO STOCKHOLDERS Exhibit

NOTICE TO STOCKHOLDERS
OF STOCKHOLDERS’ MEETING

Notice is hereby given that a Meeting of Stockholders of Function(x) Inc. (formerly known as DraftDay Fantasy Sports Inc.) shall be held for the purpose of (i) updating the stockholders on the status of the Company; (ii) answering any questions that Company stockholders may have, and (iii) conducting such other business as may properly come before the board.

The meeting will be held on Wednesday, June 29, 2016 at 10:00 a.m. at the offices of Reed Smith LLP, 599 Lexington Avenue, 22nd Floor, New York, New York.

All stockholders of record as of June 6, 2016 are invited to attend. No votes are expected to be taken at the meeting, and the Company is not soliciting any proxies in connection with the meeting. The Company is not aware of any business to be brought before the meeting.

Dated the 9th day of June, 2016.

By Order of the Board of Directors




                    
Mitchell J. Nelson
Executive Vice President/Secretary