UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
VAPE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 90-0436540 | |
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 21822 Lassen St., Suite A | ||
| Chatsworth, CA | 91311 | |
| (Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
| Common Stock | Not Applicable |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☐
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☒
Securities Act registration statement file number to which this form relates: 333-163290 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common stock, par value $0.00001 per share
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
Capital Stock
Vape Holdings, Inc.’s (referred to as “we,” “us,” and “our”) authorized capital stock consists of 1,000,000,000 shares of common stock, par value $0.00001 per share (the “Common Stock”).
Common Stock
Holders of Common Stock are entitled to one vote per share, whether represented in person or by proxy, on matters submitted to a vote of our stockholders. At all elections of directors, each holder of Common Stock is entitled to one non-cumulative vote per share. The holders of a majority of the shares of Common Stock entitled to vote at a stockholders’ meeting, present in person or by proxy, shall constitute a quorum at all stockholders’ meetings for the transaction of business, except as provided by statute, the Articles of Incorporation, or the Amended and Restated Bylaws. The stockholders present at a duly called meeting at which a quorum is present may transact business if any action is approved by a majority of the shares that constitute a quorum.
Subject to applicable state and federal law, dividends may be declared and paid out of any funds available therefore, as often, in such amount, and at such time or times as our board of directors may determine.
Holders of Common Stock are not entitled to preemptive, subscription, or conversion rights. There are no redemption or sinking fund provisions applicable to Common Stock. All outstanding shares of Common Stock are fully paid and non-assessable. Holders of Common Stock are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs.
The board of directors has the power to amend our bylaws. Our Amended and Restated Bylaws govern, among other things, the number of directors to serve on the board and dividend rights.
Neither our Articles of Incorporation nor our Amended and Restated Bylaws contain provisions that would delay, defer, or prevent a change in control of our company, and that would operate only with respect to an extraordinary corporate transaction involving our company, such as a merger, reorganization, tender offer, sale or transfer of substantially all of our assets, or liquidation.
Item 2. Exhibits.
The following exhibits are filed as a part of the registration statement:
| 3.1 | Certificate of Incorporation, along with Certificates of Amendment. |
| 3.2 | Amended and Restated Bylaws (incorporated by reference from our Form S-1 Registration Statement, filed on November 23, 2009). |
| 2 |
SIGNATURE
Pursuant to the requirements of Section l2 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| VAPE HOLDINGS, INC. | ||
| Dated: December 2, 2014 | By: | /s/ Kyle Tracey |
| Kyle Tracey | ||
| Duly Authorized Officer, Chief Executive Officer | ||
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Exhibit 3.1
| State
of Delaware Secretary of State Division of Corporations Delivered 09:16 AM 01/02/2009 FILED 09:07 AM 01/02/2009 SRV 090000205 - 4640442 FILE |
CERTIFICATE OF INCORPORATION
OF
PEOPLESTRING CORPORATION
FIRST: The name of the Corporation is PeopleString Corporation.
SECOND: Its registered office is to be located at Suite 808, 1220 N. Market Street, Wilmington, DE 19801, County of New Castle. The registered agent is American Incorporators Ltd. whose address is the same as above.
THIRD: The nature of business and purpose of the organization is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Laws.
FOURTH: The total number of shares of stock which the corporation shall have authority to issue is two hundred fifty million (250000000). All such shares are to be with par value of 0.00001 and are to be of one class.
FIFTH: The name and address of the incorporator are as follows:
Stefanie Hernandez
Suite 808, 1220 N. Market Street
Wilmington, DE 19801
SIXTH: The powers of the undersigned incorporator will terminate upon filing of the certificate of incorporation. The name and mailing address of the person(s) who will serve as director(s) until the first annual meeting of the stockholders or until a successor(s) is elected and qualified are:
Darin Myman
3 Harding Rd.
Suite E
Red Bank, NJ 07701
SEVENTH: Each person who serves or has served as a director shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director: (i) for any breach of loyalty to the corporation or its stockholders; (ii) for acts or omission not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for unlawful payment of dividend or unlawful stock purchase or redemption as such liability is imposed under Section 174 of the General Corporation Laws of Delaware; or (iv) for any transaction from which the director derived an improper personal benefit,
I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this certificate, and do certify that the facts stated herein are true, and I have accordingly set my hand.
| /s/ Stefanie Hernandez | ||
| Stefanie Hernandez | ||
| INCORPORATOR |
| State
of Delaware Secretary of State Division of Corporations Delivered 04:23 PM 12/03/2013 FILED 04:23 PM 12/03/2013 SRV 131372576 - 4640442 FILE |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That, pursuant to the authority granted to directors to take action by unanimous written consent without a meeting pursuant to Section 141 of the General Corporation Law of the State of Delaware, the Board of Directors of PEOPLESTRING CORPORATION duly adopted resolutions setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "FOURTH" so that, as amended, said Article shall be and read as follows:
The total number of shares of stock which the corporation shall have authority to issue is one billion one hundred million (1,100,000,000) shares, consisting of (a) one billion (1,000,000,000) shares of Common Stock, par value $0.00001 per share (the "Common Stock") and (b) one hundred million (100,000,000) shares of Preferred Stock, par value $0.00001 per share (the "Preferred Stock").
The Preferred Stock may be divided into such a number of series as the Board of Directors may determine. The Board of Directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to and imposed upon any wholly unissued series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock and the designation of any such series of Preferred Stock. The Board of Directors, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series.
SECOND: That thereafter, pursuant to resolution of its Board of Directors and as required by statute, the necessary number of stockholders of said corporation in accordance with Section 228 of the General Corporation Law of the State of Delaware did consent in writing in lieu of meeting in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
| 2 |
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 27th day of November 2013.
| By: | /s/ Jerome Kaiser | |
| Title: | CEO | |
| Name: | Jerome Kaiser | |
| Print or Type |
| 3 |
| State
of Delaware Secretary of State Division of corporations Delivered 05:06 PM 12/23/2013 FILED 05:06 PM 12/23/2013 SRV 131469539 - 4640442 FILE |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That, pursuant to the authority granted to directors .to take action by unanimous written consent without a meeting pursuant to Section 141 of the General Corporation Law of the State of Delaware, the Board of Directors of PEOPLESTRING CORPORATION duly adopted resolutions setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "FIRST" so that, as amended, said Article shall be and read as follows:
The name of the Corporation is Vape Holdings, Inc.
SECOND: That thereafter, pursuant to resolution of its Board of Directors and as required by statute, the necessary number of stockholders of said corporation in accordance with Section 228 of the General Corporation Law of the State of Delaware did consent in writing in lieu of meeting in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 23rd day of December 2013.
| By: | /s/ Jerome Kaiser | |
| Title: | CEO | |
| Name: | Jerome Kaiser | |
| Print or Type |
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