-----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, V7ZK78etlAE7NzNFaHPRA4T2r8VHzBCaqTU7ldAOqOuSS/UkdJsCTQCE3MQaHWr1 pWDWLJHjbr0KUX9WdZ2y5w== 0001079974-10-000442.txt : 20100820 0001079974-10-000442.hdr.sgml : 20100820 20100820170403 ACCESSION NUMBER: 0001079974-10-000442 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20100817 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100820 DATE AS OF CHANGE: 20100820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED FREIGHT Corp CENTRAL INDEX KEY: 0000783284 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 840868815 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14273 FILM NUMBER: 101030712 BUSINESS ADDRESS: STREET 1: SUITE 200, BUSINESS BOULEVARD CITY: SARASOTA STATE: FL ZIP: 34240 BUSINESS PHONE: 941-545-7800 MAIL ADDRESS: STREET 1: SUITE 200, BUSINESS BOULEVARD CITY: SARASOTA STATE: FL ZIP: 34240 FORMER COMPANY: FORMER CONFORMED NAME: PLANGRAPHICS INC DATE OF NAME CHANGE: 20020510 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED SPATIAL INFORMATION SOLUTIONS INC /CO/ DATE OF NAME CHANGE: 19981015 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED SPATIAL INFORMATION SYSTEMS INC DATE OF NAME CHANGE: 19980710 8-K 1 integated8k_8202010.htm REPORT 8-K integated8k_8202010.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:  August 17, 2010

INTEGRATED FREIGHT CORPORATION
 (Exact name of registrant as specified in its charter)

Florida
000-14273
84-0868815
(State of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

Suite 200, Business Boulevard, Sarasota, Florida 34240
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 941-545-7800

PLANGRAPHICS, 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:

[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]
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 5.07 Submission of Matters to a Vote of Security Holders.

We held a special stockholders’ meeting on August 17, 2010.  At the meeting the following proposals were approved:

·
A reverse stock split in a ratio of 1 share for each 244.8598 shares outstanding, effective ten days after the submission of notice to the Financial Industry Regulatory Authority.
·
A domestication in Florida, changing our state of incorporation to Florida from Colorado.
·
A change in our name to Integrated Freight Corporation from PlanGraphics, Inc.

In connection with the domestication in Florida, involving the filing of Florida articles of incorporation, the par value of our common stock has been changed to $0.001 per share from no par value per share.

Notice of the special stockholders’ meeting was mailed to stockholders of record on July 26, 2010, accompanied by an Information Statement previously filed on Schedule 14C.  Reference is made to the definitive Schedule 14C for additional information about the proposals approved and the reasons therefore.


Section 7 - Regulation FD Item

7.01 Regulation FD Disclosure.

On August 18, 2010, we issued the press release furnished with this report on Form 8-K as Exhibit 99.1, announcing stockholder approval of the reverse stock split, removal of our state of incorporation to Florida from Colorado and our name change to Integrated Freight Corporation from PlanGraphics, Inc.


Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

None

(b) Pro forma financial information.

None

(d) Exhibits.

3(i).1
Certificate of Domestication
 
3(i).2
Articles of Incorporation
 
3(i).3
Statement of Conversion
 
99.1
Press release issued August 18, 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.

INTEGRATED FREIGHT CORPORATION

/s/ Paul A. Henley
Paul A. Henley
Chief Executive Officer

August 20, 2010
 

 





EX-3.1 2 integated8k_ex3i18202010.htm EXHIBIT 3(I) 1 integated8k_ex3i18202010.htm
EXHIBIT 3(i).1

Certificate of Domestication

The undersigned, Paul A. Henley, president and chief executive officer of PlanGraphics, Inc., a Colorado corporation, in accordance with §607.1801, Florida Statutes, does hereby certify:

1.  The date on which the corporation was formed was December 8, 1981.
 
2. The jurisdiction where the above named corporation was first formed, incorporated or otherwise came into being was the State of Colorado.
 
3.  The name of the corporation immediately prior to filing this certificate of domestication was PlanGraphics, Inc.
 
4. The name of the Florida profit corporation as set forth in its Articles of Incorporation to be filed pursuant to §§607.0202 and 607.0401 with this certificate is Integrated Freight Corporation.
 
5.  The jurisdiction that constituted the seat, siege social, or principal place of business or central administration of the corporation, or any other equivalent jurisdiction under applicable law, immediately before the filing of the Certificate of Domestication was the State of Colorado.
 
6.  Attached are Florida articles of incorporation to complete the domestication requirements pursuant to §607.1801.
 
I am the chairman and chief executive officer of PlanGraphics, Inc. and am authorized to sign this Certificate of Domestication on behalf of the corporation and have done so this the 17th day of August 2010.
 
/s/ Paul A. Henley
Paul A. Henley

Certificate of Conversion:
  $ 50.00  
Articles of Incorporation and certified copy:
  $ 78.75  
Total to domesticate and file
  $ 128.75  
 
 



EX-3.2 3 integated8kex3i2_8202010.htm EXHIBIT 3(I) 2 integated8kex3i2_8202010.htm
Exhibit 3(i).2

ARTICLES OF INCORPORATION
In compliance with Chapter 607, F.S.

ARTICLE I - NAME
The name of the corporation shall be:
Integrated Freight Corporation

ARTICLE II - PRINCIPAL OFFICE
The principal place of business and mailing address is:
Suite 200, 6371 Business Boulevard, Sarasota,   Florida  34240

ARTICLE III - PURPOSE
The purpose for which the corporation is organized is:
To conduct any business for which a corporation may be lawfully organized in the State of Florida

ARTICLE IV - SHARES
The number of shares of stock is:
Two Billion (2,000,000,000) shares of common stock, all of one class, $0.001 par value per share.

ARTICLE V - INITIAL OFFICERS AND/OR DIRECTORS
List name(s), address(es) and specific title(s):
Name
Position
Address
     
John Bagalay
Director
Suite 200, 6371 Business Boulevard, Sarasota,   Florida  34240
Paul A. Henley
Director, President & Treasurer
Suite 200, 6371 Business Boulevard, Sarasota,   Florida  34240
Henry Hoffman
Director
Suite 200, 6371 Business Boulevard, Sarasota,   Florida  34240
Steven E. Lusty
Vice President
Suite 200, 6371 Business Boulevard, Sarasota,   Florida  34240
Jackson L. Morris
Secretary
Suite 200, 6371 Business Boulevard, Sarasota,   Florida  34240
T. Mark Morris
Director
Suite 200, 6371 Business Boulevard, Sarasota,   Florida  34240
Monte W. Smith
Director
Suite 200, 6371 Business Boulevard, Sarasota,   Florida  34240
Craig White
Director
Suite 200, 6371 Business Boulevard, Sarasota,   Florida  34240

ARTICLE VI – INITIAL REGISTERED AGENT AND STREET ADDRESS
The name and Florida street address (P.O. Box NOT acceptable) of the registered agent is:
Paul A. Henley
Suite 200, 6371 Business Boulevard
Sarasota, Florida  34240

ARTICLE VII-  INCORPORATOR
The name and address of the Incorporator is:
Paul A. Henley
Suite 200, 6371 Business Boulevard
Sarasota, Florida  34240
 
 
 
 
 

 
 
 
 
 

 
*********************************************************************************************
Having been named as registered agent to accept service of process for the above stated corporation at the place designated in this certificate, I am familiar with and accept the appointment as registered agent and agree to act in this capacity
Registered Agent:
 
Incorporator:
     
/s/  Paul A. Henley
 
/s/  Paul A. Henley
Paul A. Henley
 
Paul A. Henley
August 17, 2010
 
August 17, 2010

 
 
 

 


EX-3.3 4 integated8k3i3_8202010.htm EXHIBIT 3(I) 3 integated8k3i3_8202010.htm
EXHIBIT 3(I).3



ABOVE SPACE FOR OFFICE USE ONLY

Statement of Conversion
(Surviving Entity is a Foreign Entity)
filed pursuant to § 7-90-201.7 and § 7-90-204.5 of the Colorado Revised Statutes (C.R.S.)

1. For the converting entity, its ID number (if applicable), entity name or true name, form of entity, jurisdiction under the law of which it is formed, and principal address are
ID Number
19871457622
 
(Colorado Secretary of State ID number)
   
Entity name or true name
PlanGraphics, Inc.
Form of entity
Corporation
Jurisdiction
Colorado
Street address
Suite 200, 6371 Business Boulevard
 
(Street number and name)
   
 
Sarasota,    Florida  34240
 
(City)              (State)     (ZIP/Postal Code)
 
United States of America
 
(Province – if applicable) (Country)
   
Mailing address
 
(leave blank, if same as street address)
(Street number and name or Post Office Box information)
   
 
(City) (State) (ZIP/Postal Code)
   
 
(Province – if applicable) (Country)

2. For the resulting entity, its ID number (if applicable), entity name or true name, form of entity, jurisdiction under the law of which it is formed, and principal address are
 
ID Number
Not applicable
 
(Colorado Secretary of State ID number)
   
Entity name or true name
Integrated Freight Corporation
Form of entity
Corporation
Jurisdiction
Florida
Street address
Suite 200, 6371 Business Boulevard
 
(Street number and name)
   
 
Sarasota,   Florida  34240
 
(City)             (State)     (ZIP/Postal Code)
   
 
United States of America
 
(Province – if applicable) (Country)
   
Mailing address
 
(leave blank, if same as street address)
(Street number and name or Post Office Box information)
   
 
(City) (State) (ZIP/Postal Code)
   
 
(Province – if applicable) (Country)

 
 

 
 
 
3.  The converting entity has been converted into the resulting entity pursuant to Section 7-90-201.7

4.  The surviving foreign entity does not maintain a registered agent in this state and service of process may be addressed to the entity and mailed to the principal address pursuant to section 7-90-704 (2), C.R.S.

Notice: Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that such document is such individual's act and deed, or that such individual in good faith believes such document is the act and deed of the person on whose behalf such individual is causing such document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S. and, if applicable, the constituent documents and the organic statutes, and that such individual in good faith believes the facts stated in such document are true and such document complies with the requirements of that Part, the constituent documents, and the organic st atutes.
This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is identified in this document as one who has caused it to be delivered.

5. The true name and mailing address of the individual causing this document to be delivered for filing are
 
 
Henley,      Paul       A.
 
(Last)       (First)   (Middle)  (Suffix)
   
Mailing address
Suite 200, 6371 Business Boulevard
 
(Street number and name or Post Office Box information)
   
 
Sarasota,   Florida  34240
 
(City)             (State)     (ZIP/Postal Code)
   
 
United States of America
 
(Province – if applicable) (Country)
 
 
 
 



 
EX-99.1 5 integated8kex991_8202010.htm EXHIBIT 99.1 integated8kex991_8202010.htm
EXHIBIT 99.1

PlanGraphics, d/b/a Integrated Freight, Approves Reverse Stock Split, Relocation to Florida and Name Change

SARASOTA, FL, Aug 19, 2010 (MARKETWIRE via COMTEX) -- PlanGraphics, Inc., d/b/a Integrated Freight (OTCBB: PGRA) (www.integrated-freight.com), announced today that a special stockholders' meeting for the purpose of approving a reverse stock split, a relocation of its State of Incorporation to Florida and a change of its name to Integrated Freight Corporation has been held and the three proposals approved.

Paul Henley, CEO of Integrated Freight, stated, "The approval of these long anticipated actions enables the company to present a more easily understandable explanation of its equity structure."

These actions and the stockholders meeting were the subject of an information statement complying with Regulation 14C under the Securities Act which was filed with the Securities and Exchange Commission and mailed to stockholders on July 26, 2010.

The reverse stock split is in a ratio of one share for each 244.8598 shares outstanding. The effective date will be ten days after submission of notice to the Financial Industry Regulatory Authority, which is expected within five business days. Fractional shares will be paid for at a price of $0.0035, unless the stockholder also has at least one other whole share, in which event the fractional share will be rounded up.

The company is changing its State of Incorporation to Florida from Colorado, by 'domestication' and 'conversion.' In the process of domestication in Florida, the company's name will be changed to "Integrated Freight Corporation." The stockholders' actions for change of State and change of name are subject to state filings, which are expected to be made on Wednesday, August 18, 2010.

The foregoing press release contains forward-looking statements, including statements regarding the company's expectation of its future business and earnings. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the company's control. Actual results could differ materially from these forward-looking statements.

Investor Relations Contact:
The Eversull Group, Inc.
Jack Eversull
President
972-571-1624     972-571-1624      
Email Contact
 
 
 

 


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