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EBIG > SEC Filings for EBIG > Form 8-K on 25-Jan-2013All Recent SEC Filings

Show all filings for EASTBRIDGE INVESTMENT GROUP CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for EASTBRIDGE INVESTMENT GROUP CORP


25-Jan-2013

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

Effective January 18, 2013, EastBridge Investment Group Corporation (the "Company") completed its reincorporation from the State of Arizona to the State of Delaware (the "Reincorporation") by filing on January 18, 2013 a certificate of conversion (the "Certificate of Conversion") and a certificate of incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware. A copy of each of the Certificate of Conversion and Certificate of Incorporation is filed as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K, respectively. A copy of the Company's Delaware bylaws (the "Bylaws"), effective as of January 18, 2013, is filed as Exhibit 3.3 to this Current Report on Form 8-K.

Following the Reincorporation, the Company will continue to operate its business under the name "EastBridge Investment Group Corporation" ("EastBridge Delaware"). In connection with the Reincorporation:

? There was no change in the Company's business, management, employees, headquarters, benefit plans, assets, liabilities or net worth;

? The directors and officers of the Company prior to the Reincorporation continue to hold the same positions with EastBridge Delaware following the Reincorporation, and there was no substantive change in direct or indirect interests of the current directors or executive officers of the Company;

? The Company ceased being governed by Article 10 of the Arizona Revised Statutes and became subject to the Delaware General Corporation Law, the Certificate of Incorporation and the Bylaws;

? Shares of the Company's common stock will automatically be converted into that number of shares of EastBridge Delaware common stock as the board of directors of the Company deems appropriate following the Reincorporation, subject to approval by Financial Industry Regulatory Authority;



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

3.1. Certificate of Conversion, dated January 17, 2013 and effective January 18, 2013

3.2. Certificate of Incorporation, dated January 17, 2013 and effective January 18, 2013

3.3 Bylaws, effective January 18, 2013


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