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) March 9, 2015
SOUTHERN CONCEPTS RESTAURANT GROUP, INC.
(Name of registrant as specified in its charter)
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Colorado
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000-53853
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80-0182193
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State of Incorporation
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Commission File Number
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IRS Employer Identification No.
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2 N. Cascade Ave Suite1400
Colorado Springs, CO 80903
(Address of principal executive offices)
719-265-5821
Telephone number, including
Area code
Bourbon Brothers Holding Corporation
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the annual meeting of the Company's shareholders held on March 9, 2015, (the "Annual Meeting") the shareholders approved two amendments to the Company's Articles of Incorporation. On March 9, 2015, the Company filed each of the amendments to its Articles of Incorporation with the Colorado Secretary of State, and each amendment was effective immediately. The two amendments accomplished the following:
1. Amendment No. 1 – Changed the name of the Company to "Southern Concepts Restaurant Group, Inc."
2. Amendment No. 2 - Amended Section 1 of Article 2 of the Company's Articles of Incorporation to increase the authorized shares of common stock of the Company from 100,000,000 shares to 120,000,000 shares.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of shareholders, five proposals were submitted to the shareholders for approval as set forth in the Company's definitive proxy statement. Each of the proposals are described in detail in the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on January 27, 2015.
At the Annual Meeting, the shareholders approved each of the five proposal. The votes on the proposals were cast as follows:
Proposal No.1 - Election of Directors. The shareholders elected James J. Fenlason, Robert L. Cohen, Brent B. Wood, Richard D. Steward, Mitchell R. Roth, and Jane Norton to serve on the Company's Board of Directors. The votes were cast as follows:
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Name
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For
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Withheld
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James J. Fenlason
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114,468,503
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7,000
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Robert L. Cohen
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114,468,503
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7,000
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Brent B. Wood
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114,468,503
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7,000
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Richard D. Steward
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114,466,503
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9,000
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Mitchell R. Roth
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114,283,076
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192,427
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Jane Norton
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114,468,503
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7,000
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Proposal No. 2 - Approval of an Amendment to the Company's Articles of Incorporation to increase the Company's authorized capital. For proposal two, the holders of Common Stock and the holders of Series A Preferred Stock voted as separate classes. The votes on this proposal were cast as follows:
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Class
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For
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Against
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Abstain
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Common Votes
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26,075,765
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334,074
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366,854
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Series A Preferred Votes
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92,102,550
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0
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0
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Proposal No. 3 – Approval of an increase in the number of shares authorized under the Company's 2012 Stock Option Plan. The votes on this proposal were cast as follows:
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For
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Against
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Abstain
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114,508,659
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703,509
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548,936
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Proposal No. 4 – Approval of an amendment to the Company's Articles of Incorporation to change the name of the Company to "Southern Concepts Restaurant Group, Inc." The votes on this proposal were cast as follows:
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For
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Against
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Abstain
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118,612,413
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264,830
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2,000
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Proposal No. 5 - Ratification and approval of GHP Horwath, P.C. as the Company's independent registered public accounting firm. The votes on this proposal were cast as follows:
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For
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Against
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Abstain
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118,634,790
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222,464
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21,989
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Item 7.01. Regulation FD
At the Annual Meeting the Company made a presentation to attendees. A copy of the presentation is available on the Company's website at http://www.southernconcepts.com/shareholder-meeting-presentation-3915/.
The information in Item 7.01 of this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. This Item 7.01 on Form 8-K will not be deemed an admission as to the materiality of any information in the Current Report that is required to be disclosed solely by Regulation FD. Any reference to the Company's internet address shall not be deemed to incorporate the information available at such internet address into this report.
Item 9.01. Financial Statements and Exhibits
3.1 Amendment to the Articles of Incorporation of the Company as filed March 9, 2015. Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 10th day of March 2015.
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Southern Concepts Restaurant Group, Inc. |
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By:
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/s/ Mitch Roth |
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Mitch Roth, President |
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Document must be filed electronically.
Paper documents are not accepted.
Fees & forms are subject to change.
For more information or print copies
of filed documents, visit www.sos.state.co.us
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E-Filed
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Colorado Secretary of State
Date and Time: 03/09/2015 01:05 PM
Document number: 201511169812
Amount Paid: $25.00
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ABOVE SPACE FOR OFFICE USE ONLY
Articles of Amendment
filed pursuant to §7-90-301, et seq. and §7-110-106 of the Colorado Revised Statutes (C.R.S.)
| 1. Enity name: |
Bourbon Brothers Holding Corporation |
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(If changing the name of the corporation, indicate name BEFORE the name change) |
| 2. New Entity name: |
Southern Concepts Restaurant Group, Inc. |
| (if aplicable) |
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| 3. Use of Restricted Words (if any of these |
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terms are contained in an entity name, true
name of an entity, trade name or trademark
stated in this document, mark the applicable
box):
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o "bank" or "trust" or any derivative thereof
o "credit union" o "savings and loan"
o "insurance", casualty", "mutual", or "surety"
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4.
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Other amendments, if any, are attached.
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5.
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If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment.
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| 6. If the corporation's period of duration as amended is less than perpetual, state the date on which the period of duration expires: |
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(mm/dd/yyyy) |
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If the corporation's period of duration as amended is perpetual, mark this box: þ
| 7. (Optional) Delayed effective date: |
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(mm/dd/yyyy) |
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Notice:
Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.
This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.
8. Name(s) and address(es) of the
individual(s) causing the document
to be delivered for filing:
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Filam Amy |
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(Last) (First) (Middle) (Suffix) |
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6400 South Fiddlers Green Circle
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(Street name and number or Post Office information) |
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Suite 1000 |
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Greenwood Village CO 80111
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(City) (State) (Postal/Zip Code) |
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United States
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(Province - if applicable) (Country - if not US) |
(The document need not state the true name and address of more than one individual. However, if you wish to state the name and addressof any additional individuals causing the document to be delivered for filing, mark this box[ ] and include an attachment stating the name and address of such individuals.)
This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's attorney.
|
Document must be filed electronically.
Paper documents are not accepted.
Fees & forms are subject to change.
For more information or print copies
of filed documents, visit www.sos.state.co.us
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E-Filed
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Colorado Secretary of State
Date and Time: 03/09/2015 02:43 PM
Document number: 20151170188
Amount Paid: $25.00
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ABOVE SPACE FOR OFFICE USE ONLY
Articles of Amendment
filed pursuant to §7-90-301, et seq. and §7-110-106 of the Colorado Revised Statutes (C.R.S.)
| 1. Enity name: |
Southern Concepts Restaurant Group, Inc. |
| |
(If changing the name of the corporation, indicate name BEFORE the name change) |
| 2. New Entity name: |
|
| (if aplicable) |
|
| 3. Use of Restricted Words (if any of these |
|
|
terms are contained in an entity name, true
name of an entity, trade name or trademark
stated in this document, mark the applicable
box):
|
o "bank" or "trust" or any derivative thereof
o "credit union" o "savings and loan"
o "insurance", casualty", "mutual", or "surety"
|
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4.
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Other amendments, if any, are attached.
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5.
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If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment.
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| 6. If the corporation's period of duration as amended is less than perpetual, state the date on which the period of duration expires: |
|
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(mm/dd/yyyy) |
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If the corporation's period of duration as amended is perpetual, mark this box: þ
| 7. (Optional) Delayed effective date: |
|
| |
(mm/dd/yyyy) |
| |
Notice:
Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.
This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.
8. Name(s) and address(es) of the
individual(s) causing the document
to be delivered for filing:
|
|
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Filam Amy |
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(Last) (First) (Middle) (Suffix) |
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6400 South Fiddlers Green Circle
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(Street name and number or Post Office information) |
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Suite 1000 |
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Greenwood Village CO 80111
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(City) (State) (Postal/Zip Code) |
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United States
|
| |
(Province - if applicable) (Country - if not US) |
(The document need not state the true name and address of more than one individual. However, if you wish to state the name and addressof any additional individuals causing the document to be delivered for filing, mark this box[ ] and include an attachment stating the name and address of such individuals.)
This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's attorney.
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