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JMBA > SEC Filings for JMBA > Form 8-K on 31-May-2013All Recent SEC Filings

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Form 8-K for JAMBA, INC.


31-May-2013

Material Modification to Rights of Security Holders, Amendments to Articles of Inc. o


Item 3.03. Material Modifications to Rights of Securities Holders.

The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.



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

On May 31, 2013, Jamba, Inc. (the "Company") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Amendment"), with the Secretary of State of the State of Delaware to effect a 5-for-1 reverse stock split (the "Reverse Stock Split") of the Company's issued and outstanding common stock, $0.001 par value per share (the "Common Stock"). The Reverse Stock Split, approved by the Company's stockholders at the Company's Annual Meeting of Stockholders held on May 14, 2013, will become effective at 5:00 pm PDT on May 31, 2013 (the "Effective Time"). A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

The Certificate of Amendment provides that at the Effective Time, every five shares of the Company's issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of the Company's Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Split will receive a cash payment in lieu thereof. In addition, the Certificate of Amendment correspondingly reduced the number of authorized shares of Common Stock from 150,000,000 to 30,000,000.

After the Reverse Stock Split, the Company's Common Stock and Series B Preferred Stock will have the same proportional voting rights and rights to dividends and distributions and will be identical in all other respects to the Common Stock and Series B Preferred Stock prior to the effectiveness of the Reverse Stock Split (with the conversion price of the outstanding Series B Preferred Stock being proportionately increased).

Commencing on June 3, 2013, trading of the Company's Common Stock will continue on the NASDAQ Global Market on a reverse stock split-adjusted basis. The new CUSIP number for the Company's Common Stock following the Reverse Stock Split is 47023A 309.



Item 7.01. Regulation FD Disclosure

The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.   Description
    3.1       Certificate of Amendment to the Company's Amended and Restated
              Certificate of Incorporation, as amended.

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