UNITED STATES SECURITIES AND EXCHANGE COMMISSION W
Post# of 1352
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): February 3, 2014
CIRQUE ENERGY, INC.
(Exact Name of Registrant as Specified in Charter)
| Florida | 000-52438 | 65-0855736 | ||
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 243 W. Congress, Suite 350 Detroit, Michigan | 48226 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 888-963-2622
Copies to:
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, NY 10006
Attn.: Marc Ross, Esq.
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 DFR 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 3.02 Unregistered Sales of Equity Securities
On January 31, 2014, the Board of Directors of Cirque Energy, Inc. (the “Company”) ratified an earlier resolution to issue 6,880 Class A Shares (as defined below) to each of Frank O’Donnell and Joseph DuRant as consideration for their agreement to convert certain debt owed by the Company to each of Messrs. O’Donnell and Durant (the “Class A Holders”). Mr. DuRant is presently the Company’s chief executive officer and a member of its Board of Directors. Mr. O’Donnell was a member of the Board of Directors until his resignation therefrom, which was effective September 16, 2013. The Class A Shares were issued to the Class A Holders in reliance upon the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.
On January 31, 2014, the Board of Directors of the Company issued 13,907 Class B Shares (as defined below) to Mr. DuRant, 15,953 Class B Shares to Roger Silverthorn, 7,292 Class B Shares to Richard Fosgitt and 1,042 Class B Shares to Thomas Coté (collectively, the “Class B Holders”) as consideration for their agreement to convert certain debt owed by the Company to each such Class B Holder. The Class B Holders constitute the membership of the Company’s Board of Directors. In addition, Mr. Silverthorn is the Company’s chief financial officer. The Class B Shares were issued to the Class B Holders in reliance upon the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 30, 2013, the Company sent to the Division of Corporations, Amendment Section, Florida Secretary of State an Amendment to Article IV – Capital Stock (the “First Amendment”) authorizing the creation and designation of 13,420 shares of Class A Convertible Preferred Shares (the “Class A Shares”). Each Class A Share is convertible into 2,857.14 shares of common stock of the Company (the “Common Stock”) and votes on an as-converted basis with the holders of the Common Stock. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Amendment, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
On January 28, 2014, the Company sent to the Division of Corporations, Amendment Section, Florida Secretary of State an Amendment to Article IV – Capital Stock (the “Second Amendment”) authorizing the creation and designation of 100,000 shares of Class B Convertible Preferred Shares (the “Class B Shares”). Each Class B Share is convertible into 690 shares of Common Stock and votes on an as-converted basis with the holders of the Common Stock, provided that each Class B Share carries five votes of Common Stock per share. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second Amendment, which is attached hereto as Exhibit 3.2 and incorporated herein by reference.
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.
| | CIRQUE ENERGY, INC. |
| Date: February 3, 2014 | By: | /s/ Roger Silverthorn | |
| Roger Silverthorn | |||
| Chief Financial Officer | |||
Exhibit 3.1
CLASS A CONVERTIBLE PREFERRED SHARES
Number of Class A Convertible Preferred Shares Authorized: 13,420
Stated Rate of Return: N/A
Par Value: $10.00
Preference Term: 5 years
Conversion Rate: $0.0035
Rate of Conversion is set at $0.0035 per share and is calculated by dividing the par value of each share by the rate of conversion. Example: 1 share of Class A Convertible Preferred has a Par Value of $10.00 The number of common shares received on conversion will be $10.00/$0.0035 = 2,857.14 common shares. The rate of conversion will be adjusted for any dilutive or anti-dilutive stock split.
Conversion Rights: The beneficial owner of the Class A Convertible Preferred may convert to common shares at any time beginning 6 months after issue by providing written notice of conversion to the issuer.
Issuers Right to Demand Conversion Provision: The issuer, at its discretion, may require the conversion of the Class A convertible Preferred to common shares on any time one of the following events:
| 1 | Acquisition or merger of a value equal to or greater than 30% of the then current business value or a dilutive impact to the outstanding shares of greater than 10% |
| 2 | Registration of an Offering for the sale of securities |
| 3 | The Preference Term of 5 years expires |
| 4 | Death or mental incapacity of the beneficial holder |
Registration Rights: In the event there is a registered offering of securities the Class A Convertible Preferred may convert to common shares and those shares must be included in the offering registration.
Liquidation Preference: In the event of:
| 1. | The sale of a material portion or all of the business |
| 2. | A liquidation of the material assets of the business |
3. Bankruptcy The beneficial holders of the Class A Convertible Preferred Shares will have a preference in recovery that is subordinate to the debt of the issuer but senior to the common shareholders.
Voting Rights: The beneficial owner of the Class A Preferred shall have voting rights equal to 1 vote for each common share that would be received on conversion. The Class A Convertible Preferred Shareholder may vote on any matter that is brought to a vote of the common stock holders.
Transferability: The holders of the Class A Convertible Preferred Shares may not sell, transfer, hypothecate or otherwise in any way encumber the Class A Convertible Shares except to an individual owning more than 5% of the equity of the issuer and with the consent of the Board of Directors. In the event of the death or in the event that the beneficial owner becomes unable to manage his or her own affairs due to illness or mental incapacity, then the issuer may force the conversion of that individuals Class A Convertible Shares to Common Stock. The common stock will not be registered but may be transferred, sold or otherwise liquidated by the beneficial owner or their designated agent without restriction.
Exhibit 3.2
CLASS B CONVERTIBLE PREFERRED SHARES
Number of Class B Convertible Preferred Shares Authorized: 100,000
Stated Rate of Return: N/A
Par Value: $10.00
Preference Term: 5 years
Conversion Rate: $0.014493
Rate of Conversion is set at $0.014493 per share and is calculated by dividing the par value of each share by the rate of conversion. Example: 1 share of Class B Convertible Preferred has a Par Value of $10.00 The number of common shares received on conversion will be $10.00/$0.0145 = 690 common shares. The rate of conversion will be adjusted for any dilutive or anti-dilutive stock split.
Conversion Rights: The beneficial owner of the Class B Convertible Preferred may convert to common shares at any time beginning 6 months after issue by providing written notice of conversion to the issuer.
Issuers Right to Demand Conversion Provision: The issuer, at its discretion, may require the conversion of the Class B convertible Preferred to common shares on any time one of the following events:
| 1 | Acquisition or merger of a value equal to or greater than 30% of the then current business value or a dilutive impact to the outstanding shares of greater than 10% |
| 2 | Registration of an Offering for the sale of securities |
| 3 | The Preference Term of 5 years expires |
| 4 | Death or mental incapacity of the beneficial holder |
Registration Rights: In the event there is a registered offering of securities the Class B Convertible Preferred may convert to common shares and those shares must be included in the offering registration.
Liquidation Preference: In the event of:
| 1. | The sale of a material portion or all of the business |
| 2. | A liquidation of the material assets of the business |
3. Bankruptcy The beneficial holders of the Class B Convertible Preferred Shares will have a preference in recovery that is subordinate to the debt of the issuer but senior to the common shareholders.
Voting Rights: The beneficial owner of the Class B Preferred shall have voting rights equal to 5 votes for each common share that would be received on conversion. Each Class B Convertible Preferred Share will be entitled to 3,450 votes. The Class B Convertible Preferred Shareholder may vote on any matter that is brought to a vote of the common stock holders.
Transferability: The holders of the Class B Convertible Preferred Shares may not sell, transfer, hypothecate or otherwise in any way encumber the Class B Convertible Shares except to an individual owning more than 5% of the equity of the issuer and with the consent of the Board of Directors. In the event of the death or in the event that the beneficial owner becomes unable to manage his or her own affairs due to illness or mental incapacity, then the issuer may force the conversion of that individuals Class B Convertible Shares to Common Stock. The common stock will not be registered but may be transferred, sold or otherwise liquidated by the beneficial owner or their designated agent without restriction.
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