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ETAK.OB > SEC Filings for ETAK.OB > Form 8-K on 4-Oct-2011All Recent SEC Filings

Show all filings for ELEPHANT TALK COMMUNICATIONS CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ELEPHANT TALK COMMUNICATIONS CORP


4-Oct-2011

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 30, 2011, Elephant Talk Communications, Inc. (the "Company") received notification that its certificate of merger (the "Certificate of Merger") of Elephant Talk Communications, Inc. a California corporation, into Elephant Talk Communications Corp. ("ETAK Delaware"), a Delaware corporation, was accepted by the Delaware Secretary of State on September 26, 2011. The Certificate of Merger was filed with the California Secretary of State on September 26, 2011. Pursuant to the Certificate of Merger, the Company was merged with and into ETAK Delaware such that the Company is now a Delaware corporation (the "Reincorporation").

The mechanism of the Reincorporation, reasons for the Reincorporation and comparison of the certificate of incorporations and bylaws of the Company and ETAK (Delaware), the surviving company, were outlined in the Company's definitive proxy statement filed with the Securities and Exchange Commission on July 26, 2011. Attached hereto are Exhibit 3.1, a copy of Agreement and Plan of Merger entered by and between the Company and ETAK (Delaware), Exhibit 3.2, a copy of the Certificate of Merger, Exhibit 3.3, a copy of the Certificate of Incorporation of ETAK (Delaware) which was effective on September 26, 2011 and Exhibit 3.4, a copy of the Bylaws of ETAK (Delaware) which was effective on September 26, 2011.

Item 9.01 Exhibits

(d) Exhibits

Exhibit
No.        Description
3.1        Agreement and Plan of Merger between Elephant Talk
           Communication Corp, a Delaware corporation and
           Elephant Talk Communications, Inc., a California
           corporation, Incorporated by reference to Appendix A
           to the Company's Definitive Proxy Statement filed on
           July 26, 2011.
3.2        Certificate of Merger
3.3        Certificate of Incorporation of Elephant Talk
           Communication Corp., a Delaware corporation,
           incorporated by reference to Appendix B to the
           Company's Definitive Proxy Statement filed on July
           26, 2011.
3.4        Bylaws of Elephant Talk Communication Corp., a
           Delaware corporation, incorporated by reference to
           Appendix C to the Company's Definitive Proxy
           Statement filed on July 26, 2011.


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