PREMIER HOLDING CORP.
FORM
8-K
(Current report filing)
Filed 12/23/15 for the Period Ending 12/16/15
Address
Telephone
CIK
Symbol
SIC Code
Industry
Sector
Fiscal Year
1382 VALENCIA AVE. SUITE F
TUSTIN, CA 92780
949.260.8070
0001030916
PRHL
4911 - Electric Services
Personal Services
Consumer Non-Cyclicals
12/31
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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 16, 2015
PREMIER HOLDING CORP.
(Name of small business issuer specified in its charter)
Nevada
000-53824
88-0344135
(State or other jurisdiction
(Commission File No.)
(I.R.S. Employer
of incorporation)
Identification No.)
1382 Valencia Avenue, Unit F Tustin, CA 92780
(Address of principal executive offices)
(former name or former address, if changed since last report)
(949) 260-8070
(Registrant’s telephone number)
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 December 19, 2015, the Board of Directors of PREMIER HOLDING CORPORATION, a Nevada Corporation (the “Corporation”), approved the sale of
250,000 shares of Corporate Series B Voting Convertible Preferred Stock to Randall Letcavage for the sum of $70,000 USD or $.28 per share. This amount is to be
deemed paid by a set-off and debit by the Corporation of the amount it owes to Randall Letcavage, Chief Executive Office and President, and Chairman of the
Board of Directors of the Corporation. Mr. Letcavage abstained from the Board decision to accept his offer.
The Board of Directors of the Corporation has been authorized, empowered and directed to issue a certificate representing shares of Series B Voting Convertible
Preferred Stock and evidencing the issuance and sale of 250,000 shares of Series B Voting Convertible Preferred Stock to Randall Letcavage, such shares to be
fully paid and non-assessable, and the appropriate officers of the Corporation shall set-off and debit the financial records of the Corporation to reflect a reduction in
the amount of Letcavage’s loan to the Corporation in exchange and as payment for the issuance of 250,000 shares of Series B Voting Convertible Preferred Stock.
The total consideration of $70,000 is deemed received by the Corporation for the 250,000 shares of Series B Voting Convertible Preferred Stock so issued to
Randall Letcavage, which shall be credited $25 to the preferred stock account and $69,975 to the paid-in-capital in excess of par account of the Corporation.
After shares of Series B Voting Convertible Preferred Stock have been issued, the Treasurer of the Corporation shall cause 1,000,000 shares of common stock of
the Corporation to be reserved for issuance to the holder of the Series B Voting Convertible Preferred Stock when such shares are converted into shares of common
stock automatically three years after the date of issuance.
Investors are encouraged to read and understand the Company's filings with the Securities and Exchange Commission.
2
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.
PREMIER HOLDING CORPORATION
By:
/s/ Randall Letcavage
Date: December 23, 2015
Randall Letcavage,
Chief Executive Officer
3
List of Exhibits
99.1
Certificate of Designation for the Series B Voting Convertible Preferred Stock
4
Exhibit 99.1
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
Certificate of Designation
(PURSUANT TO NRS 78.1955)
Filed in the office of
/s/ Barbara K. Cegavske
Barbara K. Cegavske
Secretary of State
State of Nevada
Document Number 20150547545-98
Filing Date and Time
12/16/2015 8:00 AM
Entity Number
C2818-1971
Certificate of Designation For
Nevada Profit Corporations
(Pursuant to NRS 78.1955)
Name of Corporation:
Premier Holding Corporation
2.
The articles have been amended as follows:
By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers,
designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.
The following is a description of the Series B Voting Convertible Preferred Stock (“Series B Preferred Stock”) of Premier Holding Corporation, a Nevada
corporation (the "Corporation"), having such voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions, including,
without limitation, rights of conversion, and the number of shares constituting the class of Series B Preferred Stock as the Board of Directors shall approve by
written consent.
(Continued on following page; Exhibit “A”).
3.
Effective date of filing: (optional)
12/11/15
4.
Signature: (required)
/s/ Randy Letcavage
Filing Fee: $175.00
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
1.
5
EXHIBIT “A”
TERMS OF SERIES B VOTING CONVERTIBLE PREFERRED STOCK
The following is a description of the Series B Voting Convertible Preferred Stock (“Series B Preferred Stock”) of Premier Holding Corporation, a Nevada
corporation (the “Corporation”), having such voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions, including,
without limitation, rights of conversion, and the number of shares constituting the class of Series B Preferred Stock as the Board of Directors shall approve by
written consent.
1.
The Corporation is authorized to issue 250,000 shares of Series B Preferred Stock.
2.
The par value of the Series B Preferred Stock is $0.0001 per share.
3.
Holders of Series B Preferred Stock shall be entitled to 1,000 votes for each share of Series B Preferred Stock.
4.
Votes of shares of Series B Preferred Stock shall be added to votes of shares of common stock of the Corporation (“Common Stock”) at any
meeting of stockholders of the Corporation at which stockholders have the right to vote.
5.
Series B Preferred Stock shall have voting rights for a period of three years from the date of issuance. On the third anniversary of the issuance of
shares of Series B Preferred Stock, each share of Series B Preferred Stock shall be converted into four shares of Common Stock without further
action of the Board of Directors. At that time, the holder of shares of Series B Preferred Stock shall return the share certificate evidenci ng the
Series B Preferred Stock to the Corporation in exchange for a share certificate evidencing the shares of Common Stock into which the shares of
Series B Preferred Stock have been converted.
6.
Series B Preferred Stock shall have the same dividends per share and, except as provided above, the same powers, designations, preferences and
relative rights, qualifications, limitations or restrictions as those of shares of Series A Non-Voting Convertible Preferred Stock of the
Corporation.
The undersigned being the President of the Corporation hereby declares under penalty of perjury that the foregoing is a true and correct copy of the
Certificate of Designation of the Rights and Preferences of the Series B Voting Convertible Preferred Stock of Premier Holding Corporation duly adopted by the
Board of Directors of the Corporation on December 11, 2015.
By: /s/ Randy Letcavage
Name: Randy Letcavage
Title: President