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):  October 8, 2014

 

 

PAID, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware  

0-28720

  

73-1479833

(State or Other Jurisdiction

of Incorporation

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

 

200 Friberg Parkway Suite 4004

Westborough, Massachusetts

 

 

01581

(Address of Principal Executive Offices)   (Zip Code)

 

 

Registrant’s telephone number, including area code: (617) 861-6050

 

 

n/a

 

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

 

(a) On October 10, 2014, the Company filed an amendment to its Certificate of Incorporation to increase its authorized shares of common stock from 350,000,000 to 550,000,000. The Certificate of Amendment is attached hereto at Exhibit 3.1.

 

 

Item 5.07Submission of Matters to a Vote of Security Holders

 

(a) The Special Meeting of Stockholders of the Company held October 8, 2014 was called

 

1.To approve an amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized shares of common stock from 350,000,000 to 550,000,000;

 

2.To approve an amendment to the Company’s Certificate of Incorporation to authorize the issuance of up to 50,000,000 shares of blank check preferred stock;

 

3.To approve an amendment to the Company’s Certificate of Incorporation to make effective a reverse stock split at a range of 1 for 10 through 1 for 50 and to reduce the number of authorized shares of the Company’s common stock, subject to the Board of Director’s discretion;

 

4.To ratify the selection of KMJ Corbin & Company LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2014;

 

5.To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies with respect to Proposals 1, 2 and 3.

 

The following table sets forth the number of votes cast for and against, and the number of abstentions and non- votes, with respect to each proposal.

 

    Number of Votes
    For   Against   Abstain   Non-Votes
To approve an amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized shares of common stock from 350,000,000 to 550,000,000   219,163,875   50,186,052   7,036,571   0
                 
To approve an amendment to the Company’s Certificate of Incorporation to authorize the issuance of up to 50,000,000 shares of blank check preferred stock   100,559,468   26,509,829   236,200   149,081,001
                 
To approve an amendment to the Company’s Certificate of Incorporation to make effective a reverse stock split at a range of 1 for 10 through 1 for 50 and to reduce the number of authorized shares of the Company’s common stock, subject to the Board of Director’s discretion   227,337,846   47,931,004   1,117,648   0
                 
To ratify the selection of KMJ Corbin & Company LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2014   256,186,494   14,300,441   5,899,563   0
                 
To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies with respect to Proposals 1, 2 and 3.   225,320,853   46,036,718   5,028,927   0

 

 

 

 

 

 
 

 

 

Item 9.01Financial Statements and Exhibits.

 

Exhibit Number Description
   
3.1 Certificate of Amendment to Certificate of Incorporation of PAID, Inc.
   
99.1 Press Release

 

 

 
 

 

SIGNATURE

 

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.

 

  PAID, INC.
   
     
Date:       October 15, 2014 By: /s/ W. Austin Lewis, IV
    W. Austin Lewis, IV, CEO

 

 

 
 

 

 

Exhibit Number Description
   
3.1 Certificate of Amendment to Certificate of Incorporation of PAID, Inc.
   
99.1 Press Release