SOURCE: Pervasip Corp.

Pervasip Corp. - 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): January 18, 2013

 

PERVASIP CORP.

(Exact name of registrant as specified in its charter)

 

New York

000-04465

13-2511270

(State or other

jurisdiction of incorporation)

(Commission File No.)

(I.R.S. Employer Identification No.)

 

75 South Broadway, Suite 400

White Plains, NY 10601

 (Address of principal executive offices)

 

(914) 620-1500

(Registrant’s telephone number, including area code)

 

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 14-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

? Pre-commencement communications pursuant to Rule 13-4(e) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 3.02 Unregistered Sales of Equity Securities

On January 22, 2013, Pervasip Corp. (the “Company”) issued 8,670,000 shares of its common stock, par value $0.001 (the “Common Stock”), pursuant to that certain convertible debenture issued in favor of a private investor on July 26, 2012. The issuance of the shares resulted in a conversion in an aggregate amount of principal equal to $10,231.

 

On January 28, 2013 the Company issued 6,000,000 shares of its Common Stock pursuant to that certain convertible debenture issued in favor of a private investor on January 28, 2013. The issuance of the shares resulted in a conversion in the aggregate amount of principal equal to $6,000.

 

On January 29, 2013 the Company issued 11,153,846 shares of its Common Stock pursuant to that certain convertible debenture issued in favor of a private investor on June 12, 2012. The issuance of the shares resulted in a conversion in the aggregate amount of principal equal to $14,500.

 

On January 30, 2013, the Company issued 67,260,000 shares of Common Stock to the Investor pursuant to that certain agreement filed on Form 8-K with the United States Securities and Exchange Commission on December 1, 2011. The issuance of the shares resulted in a conversion in the aggregate amount of principal equal to $404,000.

 

As of the date hereof, the total outstanding amount of the Company’s common shares is 438,960,913.

 

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

 

Amendment to Articles of Incorporation

 

On January 18, 2013, the Company filed an amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of New York increasing the Company’s authorized Common Stock from four hundred million (400,000,000) shares of Common Stock to eight hundred million (800,000,000) shares of Common Stock.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

      

Exhibit No.

Description

3.1*   

 

Amendment to the Articles of Incorporation, dated January 18, 2013

             

 

*Filed herewith

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

PERVASIP CORP.

 

 

 

 

 

 

 

 

 

 

 

 

Date: February 4, 2013

 

By:

 /s/ Paul H. Riss

 

 

 

 

 

Name: Paul H. Riss

 

 

 

 

 

Title: Chief Executive Officer

 

 

 

 

 

 

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

PERVASIP CORP.

Under Section 805 of the Business Corporation Law

 

 

FIRST:

 

The name of the corporation is Pervasip Corp. The name under which the corporation was formed is Sirco Products Co. Inc.

 

 

 

 

 

SECOND:

 

The certificate of incorporation of the corporation was filed by the Department of State on July 22, 1964.

 

 

 

 

 

THIRD:

 

The amendment to the certificate of incorporation effected by this certificate of amendment is as follows:

 

 

 

 

 

The

 

Company currently has authorized 400,000,000 shares of common stock, par value $.001 (the “Common Stock”) of which 345,877,067 shares of Common Stock are issued and outstanding.

 

 

 

 

 

The

 

Company currently has authorized 1,000,000 shares of preferred stock, par value $.001 (the “Preferred Stock”) of which 51 shares of Preferred Stock are issued and outstanding.

 

 

 

 

 

The

 

Company is adding an additional four hundred million (400,000,000) shares of Common Stock.

 

 

 

 

 

FOURTH:

 

To accomplish the foregoing amendment, Article FOURTH of the certificate of incorporation is hereby amended and restated as follows:

 

FOURTH:

 

A. Authorized Shares. The total number of shares of all classes of stock which the corporation shall have the authority to issue is Eight Hundred One Million (801,000,000), of which Eight Hundred Million (800,000,000) shall be common stock, par value $.001 per share, and One Million (1,000,000) shall be preferred stock, par value $.001 per share.

 

B.

 

Common Stock. Each holder of shares of common stock shall be entitled to one vote for each share of common stock held by such holder. There shall be no cumulative voting rights in the election of directors. Subject to any preferential rights of preferred stock, the holders of shares of common stock shall be entitled to receive, when and if declared by the Board of Directors, out of the assets of the corporation which are by law available therefor, dividends payable either in cash, in property, or in shares of common stock.

 

C.

 

Preferred Stock. The preferred stock may be issued from time to time in one or more series. The Board of Directors is hereby expressly vested with the authority to fix by resolution or resolutions the designations and powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation, the voting powers, if any, the dividend rate, the conversion rights, the redemption price, or the liquidation preference, of any series of preferred stock, and to fix the number of shares constituting any such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof outstanding). In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution or resolutions originally fixing the number of shares of such series. The number of authorized shares of any class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the corporation entitled to vote.

 

FIFTH: The manner in which the foregoing amendment of the certificate of incorporation was authorized is as follows:

 

The Board of Directors duly authorized the foregoing amendment at a special meeting of the Board of Directors held on December 5, 2012. The holders of a majority of the total voting power of all issued and outstanding voting capital of the Corporation subsequently authorized the amendment by written consent on December 5, 2012.

 

IN WITNESS WHEREOF, we have subscribed this document on January 16, 2013 and do hereby affirm under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct.

 

 

 

 

PERVASIP CORP.

 

 

 

 

 

 

 

 

 

 

 

 

Date: February 4, 2013

 

By:

 /s/ Paul H. Riss

 

 

 

 

 

Name: Paul H. Riss

 

 

 

 

 

Title: Chief Executive Officer