mainbody.htm
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): June 13, 2008
Cody
Resources, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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20-5339393
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(State or
other jurisdiction of incorporation)
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(I.R.S.
Employer Identification
No.)
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Commission
file number: 333-140056
2915
W. Charleston Blvd., Ste.7, Las Vegas, NV 89102
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (702) 383-5862
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
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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))
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Item 1.01.
Entry into a Material Definitive Agreement.
Agreement
and Plan of Merger
Pursuant
to an Agreement and Plan of Merger (“Merger Agreement”) dated as of June 20,
2008, between Cody Resources, Inc., formerly a Nevada corporation
(“Cody Nevada”) and Cody Resources, Inc., a Delaware corporation (“Cody
Delaware”) Cody Nevada reincorporated in the State of Delaware (the
“Reincorporation Merger”), with Cody Delaware as the surviving corporation (the
“Surviving Corporation”).
Pursuant
to the terms of the Merger Agreement, (i) Cody Nevada merged with and into Cody
Delaware, with Cody Delaware being the surviving corporation; (ii) Cody Delaware
succeeded to the ownership of all of Cody Nevada’s assets, has the rights, power
and privileges and assumed all of the obligations of Cody Nevada; (iii) Cody
Nevada’s existing Board of Directors and officers became the Board of Directors
and officers of Cody Delaware; and (iv) the Certificate of Incorporation of Cody
Delaware (“Delaware Certificate”) and by-laws of Cody Delaware (“Delaware
By-laws”) now govern the Surviving Corporation.
The
Reincorporation Merger became effective on June 20, 2008. At the
effective time of the Reincorporation Merger, each outstanding share of Cody
Nevada’s common stock, par value $0.001 per share automatically was converted
into one share of common stock of Cody Delaware, par value $0.001 per
share. The foregoing description of the Merger Agreement
is intended to be a summary and is qualified in its entirety by reference to
such agreement, which is attached as Exhibit 2.1 and incorporated by reference
as if fully set forth herein.
Item 3.01.
Material Modification to Rights of Security Holders.
As a result of the Reincorporation
Merger disclosed under Item 1.01 above, the constituent instruments
defining the rights of holders of the registrant’s common stock are now the
Delaware Certificate and Delaware Bylaws, which are filed as Exhibits 3.1 and
3.2 to this Current Report on Form 8-K, respectively and the Surviving
Corporation is governed by Delaware law rather than Nevada law
Delaware Corporate Law
Provisions
Certain differences exist between
Delaware and Nevada law, and accordingly, the rights of our shareholders have
changed. The following discussion summarizes briefly some of the
changes to the rights of our shareholders resulting from the reincorporation and
from certain differences between Delaware and Nevada law. The following
discussion is not intended to be and does not purport to be a complete statement
of such laws and is qualified in its entirety by reference to the full text of,
and decisions interpreting, applicable Delaware and Nevada law.
Classified Board of Directors. Nevada
law permits a corporation to classify its board of directors into classes with
staggered terms of office, provided that at least one-fourth of the total number
of directors is elected annually. Delaware law also permits a corporation to
classify its board of directors into as many as three classes as equally as
possible with staggered terms of office. A classified board of directors
lengthens the amount of time that is required to make changes in board
composition and therefore makes a change in control a lengthier
process. We do not have a classified board, and do not anticipate
that our board of directors will be classified in the near future.
Removal of Directors. Under Nevada law,
generally, any director of any corporation without cumulative voting may be
removed by the holders of not less than two-thirds of the voting power of a
corporation's issued and outstanding stock, with or without
cause. Under Delaware law, a director of a corporation without a
classified board may be removed with or without cause by the holders of a
majority of shares then entitled to vote in an election of
directors.
Dividend Rights and Repurchase of
Shares. Under Nevada law, no distribution (including dividends on, or redemption
or repurchases of, shares of capital stock) may be made if, after giving effect
to such distribution, the corporation would not be able to pay its debts as they
become due in the usual course of business, or, except
as
specifically permitted by the articles of incorporation, the corporation's total
assets would be less than the sum of its total liabilities plus the amount that
would be needed at the time of a dissolution to satisfy the preferential rights
of preferred stockholders. Under Delaware law, unless further restricted in the
certificate of incorporation (which our certificate of incorporation does not),
a corporation may declare and pay dividends out of surplus, or if no surplus
exists, out of net profits for the fiscal year in which the dividend is declared
and/or the preceding fiscal year (provided that the amount of capital of the
corporation is not less than the aggregate amount of the capital represented by
the issued and outstanding stock of all classes having a preference upon the
distribution of assets). In addition, Delaware law provides that a corporation
may redeem or repurchase its shares only if the capital of the corporation is
not impaired and such redemption or repurchase would not impair the capital of
the corporation.
Delaware
law prohibits certain business combinations with interested shareholders, which
are defined as owners of 15% or more of the outstanding voting power of the
Company (or certain affiliates or associates of the Company who have held 15% or
more of the outstanding shares in the past three years), for three years after
the date that the person first became an interested stockholder, unless (1)
prior to such time the board of directors of the Company approved either the
business combination or the transaction which resulted in the stockholder
becoming an interested stockholder or (2) upon consummation of the transaction
which resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the Company
outstanding at the time the transaction commenced, subject to certain
exclusions, or (3) at or subsequent to the time the business combination is
approved by the board of directors and authorized at an annual or special
meeting of stockholders, and not by written consent, by the affirmative vote of
at least 66 2/3% of the outstanding voting stock which is not owned by the
interested stockholder.
The foregoing description is not a
complete statement of the rights of our shareholders and shareholders should
refer to the full text of, and decisions interpreting, Delaware law and Nevada
law for a complete understanding of their rights.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Cody
Resources, Inc. (Registrant)
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Dated:
June 20, 2008
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Title:
President, Chief Executive
Officer
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