8-K 1 v031189_8k.txt 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): December 9, 2005 ---------------- CADENCE RESOURCES CORPORATION -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) UTAH 0-25170 87-0306609 ---------------------------- ----------- ------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 4110 Copper Ridge Drive, Suite 100, Traverse City, MI 49684 ----------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (231) 941-0073 -------------- 3760 North US 31 South, Traverse City, MI 49685 -------------------------------------------------------------------------------- (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): [_] 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)) Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year. Amendment of By-Laws. On December 5, 2005, the Board of Directors of CADENCE RESOURCES CORPORATION ("the Company") adopted an amendment to the By-Laws of the Company. A copy of the Amended and Restated By-Laws of the Company, which include the amendments adopted on December 5, 2005, are attached to this Form 8-K as Exhibit 3.1. The amendments adopted on December 5, 2005 are as follows: o Providing for the indemnification of the corporation's officers, directors, agents, and other persons. o Changing the time for holding the annual meeting to any time before the end of the month of August; previously, the By-Laws provided that the meeting must be held in the month of April. o Adding a provision for the offices of chairperson of the Board, and Vice Chairperson of the Board. EXHIBIT INDEX Exhibit No. Description 3.1 Amended and Restated By-laws for Cadence Resources Corporation SIGNATURES According 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, thereunto duly authorized on December 9, 2005. CADENCE RESOURCES CORPORATION Date: December 9, 2005 /s/ William W. Deneau --------------------- By: William W. Deneau Its: President