UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): July 29, 2005
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RELATIONSERVE MEDIA, INC.
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(Exact name of registrant as specified in its charter)
Nevada 333-119632 43-2053462
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6700 North Andrews Avenue, Fort Lauderdale, Florida, 33309
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 954-202-6000
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N/A
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(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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| 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
On July 29, 2005, the Board of Directors (the "Board") of RelationServe
Media, Inc. (the "Company") adopted the following amendment to the Company's
Amended and Restated By-Laws (the "By-Laws") by unanimous written consent.
The Board amended the By-Laws to eliminate the requirement that action of
the stockholders requires the consent of all stockholders. The amendment permits
written consent by stockholders holding not less than the minimum number of
votes that would be necessary for approval of any matter in the event a meeting
of the stockholders were held.
A copy of the Amended and Restated By-Laws of the Company is being filed as
an exhibit to this Form 8-K.
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Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Exhibits
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3.1 Amended and Restated By-Laws of RelationServe Media, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RELATIONSERVE MEDIA, INC.
Dated: August 4, 2005 By: /s/ Mandee Heller Adler
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Name: Mandee Heller Adler
Title: Chief Executive Officer
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