UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) August 29, 2005
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RELATIONSERVE MEDIA, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 29, 2005, RelationServe Media, Inc., a Nevada corporation
("RelationServe (Nevada)"), and RelationServe Media, Inc., a Delaware
corporation and wholly-owned subsidiary of RelationServe (Nevada)
("RelationServe (Delaware)"), entered into an Agreement and Plan of Merger. On
August 29, 2005, RelationServe (Nevada) merged with and into RelationServe
(Delaware), so that RelationServe (Nevada) and RelationServe (Delaware) became a
single corporation named RelationServe Media, Inc. (the "Surviving
Corporation"), which exists under, and is governed by, the laws of the State of
Delaware (the "Merger").
As a result of the Merger, all of the assets, property, rights, privileges,
powers and franchises of RelationServe (Nevada) became vested in and held and
enjoyed by the Surviving Corporation and the Surviving Corporation assumed all
of the obligations of RelationServe (Nevada).
In addition, each share of common stock, par value $0.001 per share, of
RelationServe (Nevada) which was issued and outstanding immediately prior to the
Merger was converted into one issued and outstanding share of common stock, par
value $0.001 per share, of the Surviving Corporation ("Common Stock"), so that
the holders of all of the issued and outstanding shares of common stock of
RelationServe (Nevada) immediately prior to the Merger are the holders of Common
Stock of the Surviving Corporation. All shares of RelationServe (Delaware) owned
by RelationServe (Nevada) immediately prior to the Merger were surrendered to
the Surviving Corporation and cancelled.
On September 2, 2005, the Surviving Corporation issued a press release
announcing the Merger.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
Immediately prior to the Merger, RelationServe (Delaware) amended and restated
its Certificate of Incorporation and By-laws and adopted a capital structure
identical to the capital structure of RelationServe (Nevada). Upon the
effectiveness and as a result of the Merger, the Amended and Restated
Certificate of Incorporation and Amended and Restated By-laws of RelationServe
(Delaware) became the Amended and Restated Certificate of Incorporation and
Amended and Restated By-laws of the Surviving Corporation.
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Exhibits
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2.1 Agreement and Plan of Merger, dated August 29, 2005, between
RelationServe Media, Inc., a Nevada corporation, and
RelationServe Media, Inc., a Delaware corporation
3.1 Amended and Restated Certificate of Incorporation
3.2 Amended and Restated By-laws
99.1 Press Release dated September 2, 2005
SIGNATURE
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.
RELATIONSERVE MEDIA, INC.
Dated: September 1, 2005 By: /s/ Mandee Heller Adler
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Name: Mandee Heller Adler
Title: Chief Executive Officer
