Form 8k

 

 

 

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 18, 2012

 

Commission File No. 333-168413

 

ON-AIR IMPACT, INC.

 (Exact name of small business issuer as specified in its charter)

 

Nevada   27-2692640
(State or other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer 
Identification No.)
     
130 Maple Avenue, Suite 6D, Red Bank, NJ   07701
(Address of Principal Executive Offices)   (Zip Code)

 

Issuer’s Telephone Number: (732)-530-7300

 

Not Applicable

(Former name or former address, if changed since last report.)

 

With Copies to:

Philip Magri, Esq.

The Sourlis Law Firm

The Courts of Red Bank

130 Maple Avenue, Suite 9B2

 Red Bank, New Jersey 07701

 Direct Dial: (954) 303-8027

T: (732) 530-9007

 F: (732) 530-9008

 philmagri@sourlislaw.com

www.sourlislaw.com

 

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 3.02 Unregistered Sales of Equity Securities.

 

On December 18, 2012, On-Air Impact, Inc., a Nevada corporation (the “Company”), sold 4,000,000 shares of Series A Convertible Preferred Stock to an accredited investor for an aggregate purchase price of $8,000.00 under Section 4(2) under the Securities Act of 1933, as amended, due to the fact that the sale of such securities did not involve a public offering of securities.

 

Series A Convertible Preferred Stock

 

On December 10, 2012, our Board designated 4,000,000 shares of Preferred Stock as “Series A Convertible Preferred Stock” and we filed a Certificate of Designation with the Secretary of State of the State of Nevada on December 10, 2012 therein designating the class. The holders of the Series A Convertible Preferred Stock (the “Series A Preferred Stock”) may elect to convert their shares at any time and from time to time in their sole discretion. Each share of Series A Preferred Stock is convertible for 20 shares of Common Stock of the Company; provided, however, that the holder is prohibited from converting such number of shares of Series A Preferred Stock that would result in the stockholder beneficially owning more than 9.9% of the Common Stock of the Company. The holders of the Series A Preferred Stock shall vote only on a share for share basis with our Common Stock on any matter, including but not limited to, the election of directors, name changes, increases in the authorized common shares and for which such preferred stock or series has such rights and as otherwise provided by the Nevada law and is superior upon the liquidation of the Company.

 

The conversion of any or all of the Series A Preferred Stock will dilute the Company’s outstanding Common Stock. In the event of a liquidation of the assets of the Company, the liquidation rights of the outstanding Series A Preferred Stock are superior to those of the Common Stock. After the preferential liquidation rights of the Series A Preferred Stock are satisfied, there might not be any remaining assets for the holders of the Company’s Common Stock.

 

The Certificate of Designation for the Series A Preferred Stock is filed as Exhibit 3.1 to this Form 8-K and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. 

 

Exhibit

Number

  Description of Exhibits
3.1   Certificate of Designations for Series A Convertible Preferred Stock
     
10.1   Series A Convertible Preferred Stock Subscription Agreement, dated December 18, 2012, between Virginia K. Sourlis and On-Air Impact, Inc.

 

 
 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized. 

  

  ON-AIR IMPACT, INC.
     
Date:  December 21, 2012 By: /s/ DOROTHY WHITEHOUSE
  Name: Dorothy Whitehouse
  Title:

Chief Executive Officer, President and Director

(Principal Executive Officer, Principal

Financial Officer, and Principal

Accounting Officer)

 

 
 

Exhibit 3.1

 

Exhibit 3.1

  

USE BLACK INK ONLY● DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

 

Certificate of Designation

For Nevada Profit Corporations

(Pursuant to NRS 78.1955)

1. Name of corporation:

 

On-Air Impact, Inc.

 

2. 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.

 

Pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation by the provisions of the Certificate of Incorporation of the Corporation (as amended, the “Certificate of Incorporation’’), there hereby is created, out of the 10,000.000 shares of Preferred Stock, par value $0.0001 per share, of the Corporation authorized in the Certificate of Incorporation (the “Preferred Stock”), a series of the Preferred Stock of the Corporation.

 

This series of Preferred Stock shall be designated “Series A Convertible Preferred Stock” and the authorized number of shares constituting such series shall be Four Million (4,000,000). The par value of the Series A Convertible Preferred Stock shall be $0.0003 pier share. Shares of the Series A Convertible Preferred Stock shall have a stated value of $0.0001 per share.

 

This series shall have the powers, designations, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions as set forth more fully in Exhibit A to this Certificate of Designation.

 

 

Filing Fee: $175.00

 

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees.

 

 

 

EXHIBIT A

 

CERTIFICATE OF THE DESIGNATIONS, POWERS

PREFERENCES AND RIGHTS

OF THE

SERIES A CONVERTIBLE PREFERRED STOCK

($0.0001 PAR VALUE PER SHARE)

 

OF

 

ON-AIR IMPACT, INC.

A NEVADA CORPORATION

 

 

 

On-Air Impact, Inc., a Company organized and existing under the Nevada Revised Statutes of the State of Nevada (the “Company” or the “Corporation”), hereby certifies that the following resolution has been duly adopted by the Board of Directors of the Corporation:

 

RESOLVED, that pursuant to authority conferred upon the Board of Directors of the Company (the “Board”) by the Certificate of Incorporation of the Corporation as amended, and pursuant to the provisions of SECTION 78.209 of the Nevada Revised Statutes, there hereby is created out of the 10,000,000 shares of Preferred Stock, par value $0.0001 per share, authorized in the Certificate of Incorporation (the “Preferred Stock”), a Series of the Preferred Stock consisting of Four Million (4,000,000) shares, $0.0001 par value per share, to be designated “Series A Convertible Preferred Stock,” and to that end the Board adopted a resolution providing for the designation, powers, preferences and rights, and the qualifications, limitations and restrictions, of the Series A Convertible Preferred Stock, which resolution is as follows:

 

RESOLVED, that the Certificate of the Designations, Powers, Preferences and Rights of the Series A Convertible Preferred Stock (“Certificate of Designation”) be and is hereby authorized and approved, which Certificate of Designation shall be filed with the Nevada Secretary of State in the form as follows:

 

1.        DESIGNATIONS AND AMOUNT.        Four Million (4,000,000) shares of the Preferred Stock of the Company, $0.0001 par value per share, shall constitute a class of Preferred Stock designated as “Series A Convertible Preferred Stock” (the “Series A Convertible Preferred Stock”) with a face value of $0.0001 per share (the “Face Amount”). After the initial issuance of shares of Series A Convertible Preferred Stock, no additional shares of Series A Convertible Preferred Stock may be issued by the Company except as provided in SECTION 7 hereof.

 

2.        CONVERSION.

  

(a)        CONVERSION AT THE OPTION OF THE HOLDER. Each holder of Series A Convertible Preferred Stock shall have the right, at such holder’s option, at any time or from time to time from and after the day immediately following the date the Series A Convertible Preferred Stock is first issued, to convert each share of Series A Convertible Preferred Stock into Twenty (20) fully-paid and non-assessable shares of Common Stock, par value $0.0001 per share. In connection with any conversion hereunder, each Holder of Series A Convertible Preferred Stock may not convert any part of the Series A Convertible Preferred Stock if such conversion would cause such Holder or any of its assignees to beneficially own more than 9.9% of the Common Stock of the Company.

 

 
 

 

(b)        MECHANICS OF CONVERSION.         In order to effect a Conversion, a Holder shall: (x) fax (or otherwise deliver) a copy of the fully executed Notice of Conversion (attached hereto) to the Company for the Common Stock and (y) surrender or cause to be surrendered the original certificates representing the Series A Convertible Preferred Stock being converted (the “Preferred Stock Certificates”), duly endorsed, along with a copy of the Notice of Conversion as soon as practicable thereafter to the Company or the transfer agent. The Company shall not be obligated to issue shares of Common Stock upon a conversion unless either the Preferred Stock Certificates are delivered to the Company or the transfer agent as provided above, or the Holder notifies the Company or the transfer agent that such certificates have been lost, stolen or destroyed (subject to the requirements of SECTION 11).

 

“Conversion Date” means the date specified in the Notice of Conversion in the form attached hereto, so long as the copy of the Notice of Conversion is faxed (or delivered by other means resulting in notice) to the Company before Midnight, Eastern U.S. time, on the Conversion Date indicated in the Notice of Conversion. If the Notice of Conversion is not so faxed or otherwise delivered before such time, then the Conversion Date shall be the date a Holder faxes or otherwise delivers the Notice of Conversion to the Company.

 

(i)        Delivery of Common Stock Upon Conversion.        Upon the surrender of Preferred Stock Certificates from a Holder of Series A Convertible Preferred Stock accompanied by a Notice of Conversion (attached hereto), the Company shall, no later than the ten business days following the later of (a) the Conversion Date (hereinafter defined) and (b) the date of such surrender (or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to SECTION 11 (the “Delivery Period”), issue and deliver to the Holder (x) that number of shares of Common Stock issuable upon conversion of such shares of Series A Convertible Preferred Stock being converted and (y) a certificate representing the number of shares of Series A Convertible Preferred Stock not being converted, if any.

 

(ii)        Taxes.        The Corporation shall pay any and all taxes and all other reasonable expenses, which may be imposed upon it with respect to the issuance and delivery of the shares of Common Stock upon the conversion of the Series A Convertible Preferred Stock.

 

(iii)        No Fractional Shares.        If any conversion of Series A Convertible Preferred Stock would result in the issuance of a fractional share of Common Stock, such fractional share shall be disregarded and the number of shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock shall be the next higher whole number of shares.

 

(c)        PARTIAL CONVERSION.        In the event some but not all of the shares of Series A Convertible Preferred Stock represented by a certificate(s) surrendered by a holder are converted, the Company shall execute and deliver to or on the order of the holder, at the expense of the Company, a new certificate representing the number of shares of Series A Convertible Preferred Stock which were not converted.

 

(d)        RESERVATION OF COMMON STOCK.        The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Convertible Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Convertible Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Convertible Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series A Convertible Preferred Stock, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase, and shall increase, its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

 

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(e)        NO REISSUANCE OF SERIES A CONVERTIBLE PREFERRED STOCK.        In the event any shares of Series A Convertible Preferred Stock shall be converted pursuant to this SECTION 2 or otherwise reacquired by the Company, the shares so converted or reacquired shall be canceled. The Certificate of Incorporation of the Company may be appropriately amended from time to time to effect the corresponding reduction in the Company’s authorized capital stock.

 

(f)        In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Company shall mail to each holder of Series A Convertible Preferred Stock, at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

 

(g)        The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of capital stock of the Company upon conversion of any shares of Series A Convertible Preferred Stock; provided, however, that the Company shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of the shares of Series A Convertible Preferred Stock in respect of which such shares are being issued.

 

(h)        All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Company, be validly issued, fully paid and nonassessable and free from all taxes (except income taxes), liens or charges with respect thereto.

 

3.        NO REDEMPTION.        The shares of the Series A Convertible Preferred Stock are not redeemable.

 

4.        RANK.        Except as specifically provided below, the Series A Convertible Preferred Stock shall, with respect to dividend rights, rights on liquidation, winding up and dissolution, rank senior to (i) all classes of Common Stock, $0.0001 par value per share, of the Company (the “Common Stock”) and (ii) any class or series of capital stock of the Company hereafter created (unless, with the consent of the Holder(s) of Series A Convertible Preferred Stock).

 

5.        LIQUIDATION PREFERENCE

 

Except as otherwise provided by the Nevada Business Corporation Act or elsewhere in this certificate, in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the holders of shares of the Series A Convertible Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, an amount equal to one dollar ($1.00) per share.

 

6.        DIVIDENDS.

 

The holders of shares of Series A Convertible Preferred Stock shall not be entitled to receive any dividends.

 

7.        VOTING RIGHTS.

 

(a)        The Holders of the Series A Convertible Preferred Stock shall vote only on a share for share basis with our Common Stock on any matter, including but not limited to, the election of directors, name changes, increases in the authorized common shares and for which such preferred stock or series has such rights and as otherwise provided by the Nevada Business Corporation Act, in this SECTION 7 and in SECTION 8 below.

 

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(b)        To the extent that under the Nevada Business Corporation Act the vote of the Holders of the Series A Convertible Preferred Stock, voting separately as a class or series, as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of the Holders of at least a majority of the shares of the Series A Convertible Preferred Stock represented at a duly held meeting at which a quorum is present or by written consent of a majority of the shares of Series A Convertible Preferred Stock (except as otherwise may be required under the Nevada Business Corporation Act) shall constitute the approval of such action by the class. To the extent that under the Nevada Business Corporation Act Holders of the Series A Convertible Preferred Stock are entitled to vote on a matter with Holders of Common Stock, voting together as one class, each share of Series A Convertible Preferred Stock shall be entitled to one (1) vote.

 

8.        PROTECTION PROVISIONS

 

So long as any shares of Series A Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent, as provided by the Nevada Business Corporation Act) of the Holders of at least a majority of the then outstanding shares of Series A Convertible Preferred Stock:

 

(a)        alter or change the rights, preferences or privileges of the Series A Convertible Preferred Stock;

 

(b)        alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series A Convertible Preferred Stock;

 

(c)        create any new class or series of capital stock having a preference over the Series A Convertible Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Company (as previously defined, “Senior Securities”);

 

(d)        create any new class or series of capital stock ranking pari passu with the Series A Convertible Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Company (as previously defined, “Pari Passu Securities”);

 

(e)        increase the authorized number of shares of Series A Convertible Preferred Stock;

 

(f)        issue any shares of Series A Convertible Preferred Stock other than pursuant to the Securities Purchase Agreement with the original parties thereto;

 

(g)        issue any additional shares of Senior Securities; or

 

(h)        redeem, or declare or pay any cash dividend or distribution on, any Junior Securities.

  

If holders of at least a majority of the then outstanding shares of Series A Convertible Preferred Stock agree to allow the Company to alter or change the rights, preferences or privileges of the shares of Series A Convertible Preferred Stock pursuant to subsection (a) above, then the Company shall deliver notice of such approved change to the Holders of the Series A Convertible Preferred Stock that did not agree to such alteration or change (the “Dissenting Holders”).

 

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9.        MERGER. CONSOLIDATION. ETC.

 

(a)        If at any time or from time to time there shall be (i) a merger, or consolidation of the Company with or into another corporation, (ii) the sale of all or substantially all of the Company’s capital stock or assets to any other person, (iii) any other form of business combination or reorganization in which the Company shall not be the continuing or surviving entity of such business combination or reorganization, or (iv) any transaction or Series of transactions by the Company in which in excess of 50 percent of the Company’s voting power is transferred (each, a “Reorganization”), then as a part of such Reorganization, provision shall be made so that the holders of the Series A Convertible Preferred Stock shall thereafter be entitled to receive the same kind and amount of stock or other securities or property (including cash) of the Company, or of the successor corporation resulting from such Reorganization.

 

(b)        The provisions of this SECTION 9 are in addition to and not in lieu of the provisions of SECTION 6 hereof.

 

10.        NO IMPAIRMENT.        The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Certificate of Designation and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series A Convertible Preferred Stock against impairment.

 

11.        LOST OR STOLEN CERTIFICATES.        Upon receipt by the Company of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) (y) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company, or (z) in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new Preferred Stock Certificate(s) of like tenor and date.

 

IN WITNESS WHEREOF, On-Air Impact, Inc. has caused this Certificate of Designation to be executed this December 10, 2012.

 

ON-AIR IMPACT, INC.

 

By: /s/ Edward Whitehouse  
  Edward Whitehouse  
  Secretary, Treasurer and Director  

 

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NOTICE OF CONVERSION

 

(To be Executed by the Registered Holder in order to Convert the Series A Convertible Preferred Stock)

 

The undersigned hereby irrevocably elects to convert                                                   shares of Series A Convertible Preferred Stock (the “Conversion”), represented by stock certificate No.(s).                                                  (the “Preferred Stock Certificates”) into shares of Common Stock (“Common Stock”) of On-Air Impact, Inc. (the “Company”) according to the conditions of the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Designation”), as of the date written below. If securities are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any. A copy of each Preferred Stock Certificate is attached hereto (or evidence of loss, theft or destruction thereof).

 

The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable to the undersigned upon conversion of the Series A Convertible Preferred Stock shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Act”), or pursuant to an exemption from registration under the Act.

 

[  ]          The undersigned hereby requests that the Company transmit the Common Stock issuable pursuant to this Notice of Conversion to the address of the undersigned.

 

Date of Conversion:                                                      

 

Applicable Conversion Rate: Each share of Series A Convertible Preferred Stock is convertible into one Share of Common Stock.

 

Number of Shares of Common Stock to be Issued:                                                       

 

Signature:                                                      

 

Name:                                                          

 

Address:                                                      

 

* The Company is not required to issue shares of Common Stock until the original Preferred Stock Certificate(s) (or evidence of loss, theft or destruction thereof) to be converted are received by the Company or its transfer agent. The Company shall issue and deliver shares of Common Stock to an overnight courier not later than the later of (a) two (2) business days following receipt of this Notice of Conversion and (b) delivery of the original Preferred Stock Certificates (or evidence of loss, theft or destruction thereof) and shall make payments pursuant to the Certificate of Designation for the failure to make timely delivery.

 

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Exhibit 10.1

 

Exhibit 10.1

 

ON-AIR IMPACT, INC.

 

SERIES A CONVERTIBLE PREFERRED STOCK

 

SUBSCRIPTION AGREEMENT

 

December 18, 2012

 

SECTION 1. SUBSCRIPTION

 

The undersigned hereby subscribes for an aggregate of FOUR MILLION (4,000,000) shares of Series A Convertible Preferred Stock (“Shares”) of On-Air Impact, Inc., a Nevada corporation (the “Corporation”), and agrees to transfer to the Corporation in consideration for the Shares cash in the aggregate amount of EIGHT THOUSAND DOLLARS ($8,000.00).

 

SECTION 2. PAYMENT OF CONSIDERATION

 

The consideration for the Shares shall be paid to the Corporation upon the acceptance of this subscription and a call for payment of consideration. After payment of the consideration, a certificate for the Shares shall be issued to the undersigned as fully paid and nonassessable.

 

SECTION 3. REPRESENTATIONS AND WARRANTIES

 

The undersigned represents and warrants that the undersigned is purchasing the Shares for investment and not with a view to distribution.

 

SECTION 4. SECURITIES LAWS

 

The undersigned understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from registration. The undersigned also understands that the Shares must be held indefinitely, unless they are later registered under the Securities Act unless an exemption from registration is otherwise available, and that the Corporation has no obligation to register the Shares. The undersigned agrees that the Shares will not be offered, sold, transferred, pledged, or otherwise disposed of without registration under the Securities Act and applicable state securities laws or an opinion of counsel acceptable to the Corporation that such registration is not required.

 

SECTION 5. LEGEND

 

The undersigned understands and agrees that the Certificate for the Shares shall bear a legend that the Shares shall not be offered, sold, transferred, pledged, or otherwise disposed of without registration under the Securities Act and applicable state securities laws or an opinion of counsel acceptable to the Corporation that such registration is not required.

 

SECTION 6. SIGNATURES

 

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Telecopied or email (via PDF) signatures shall be deemed to have the same effect as an original.

 

  /s/ Virginia K. Sourlis
  VIRGINIA K. SOURLIS

 

The foregoing Stock Subscription is hereby accepted by the Corporation.

  

/s/ Dorothy Whitehouse  
DOROTHY WHITEHOUSE, CEO and Chairman  
   

DATED: December 18, 2012