SECURITIES AND EXCHANGE COMMISSION | ||
Washington, D.C. 20549 | ||
FORM 8-K | ||
CURRENT REPORT | ||
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||
Date of report: December 28, 2007 | ||
(Date of earliest event reported) | ||
PERVASIP CORP. | ||
(Exact name of Registrant as specified in its charter) | ||
New York | ||
(State or other jurisdiction of incorporation) |
0-4465 | 13-2511270 | |
(Commission File No.) | (I.R.S. Employer Identification No.) |
75 South Broadway, Suite 302 |
White Plains, New York 10601 |
(Address of principal executive offices; zip code) |
(914) 682-0214 |
(Registrant’s telephone number, including area code) |
eLEC COMMUNICATIONS CORP. |
(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 (seeGeneral 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 14-2(b) under the Exchange Act (17 |
CFR 240.14d-2(b)) |
¨Pre-commencement communications pursuant to Rule 13-4(e) under the Exchange Act (17 |
CFR 240.13e-4(c)) |
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT | ||
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | |
Pursuant to a Certificate of Amendment (the “Amendment”) to our Certificate of | ||
Incorporation filed with the Secretary of State of the State of New York on December 28, 2007, | ||
we effected a change in our corporate name to “Pervasip Corp.”. The proposal for the | ||
Amendment was previously disclosed in a Definitive Schedule 14A Proxy Statement pursuant to | ||
Section 14(a) of the Securities Exchange Act of 1934, filed with the Securities and Exchange | ||
Commission on May 15, 2007. The name change was approved at our annual meeting of | ||
shareholders held on June 7, 2007. A copy of the Amendment is attached hereto as Exhibit 3.1 | ||
and incorporated herein by reference. | ||
SECTION 8 – OTHER EVENTS | ||
Item 8.01 | Other Events. | |
On January 4, 2008, we issued a press release announcing (i) the filing of the | ||
Amendment and the changes effected thereby, (ii) that the CUSIP number for our common stock | ||
has been changed to 715709 101and (iii) that we plan to change the ticker symbol under which | ||
our common stock trades on NASDAQ’s “Over-the-Counter” Bulletin Board. A copy of the | ||
press release is attached hereto as Exhibit 99.1. | ||
SECTION 9 – FINANCIAL STATEMENT AND EXHIBITS |
Item 9.01 | Financial Statements and Exhibits. | |||||
(c) | Exhibits. | |||||
Number | Documents | |||||
3.1 | Certificate of Amendment to the Certificate of Incorporation effective as | |||||
of December 28, 2007. | ||||||
99.1 | Press release of Pervasip Corp., dated January 4, 2008. |
SIGNATURES |
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. |
PERVASIPCORP. | ||||||
Date: | January 4, 2008 | By: | /s/ Paul H. Riss | |||
Name: | Paul H. Riss | |||||
Title: | Chief Executive Officer |
EXHIBIT INDEX | ||
Number | Documents | |
3.1 | Certificate of Amendment to the Certificate of Incorporation effective as | |
of December 28, 2007. | ||
99.1 | Press release of Pervasip Corp., dated January 4, 2008. |
EXHIBIT 3.1 | ||
CERTIFICATE OF AMENDMENT | ||
TO THE | ||
CERTIFICATE OF INCORPORATION | ||
OF | ||
eLEC COMMUNICATIONS CORP. | ||
Pursuant to Section 805 of the | ||
Business Corporation Law | ||
The undersigned, being the President and Secretary, respectively, of eLEC | ||
Communications Corp., a New York corporation (the “Corporation”) hereby certifies and sets | ||
forth as follows: | ||
1. | The name of the Corporation as of the date of this Certificate of Amendment is | |
eLEC Communications Corp. The Corporation was incorporated under the name "Sirco | ||
Products Co. Inc." and the Certificate of Incorporation of the Corporation was filed with the | ||
Department of State of the State of New York on July 22, 1964. | ||
2. | The Corporation hereby amends its Certificate of Incorporation as follows in | |
order to amend the name of the Corporation: | ||
Article First of the Corporation’s Certificate of Incorporation is deleted in its entirety and | ||
replaced with the following: | ||
“First: The name of the corporation is Pervasip Corp.” | ||
3. | The amendment effected herein was authorized and adopted by a vote of the | |
board at a meeting of the board of directors of the Corporation held on March 30, 2007 followed | ||
by a vote of a majority of all outstanding shares entitled to vote thereon at the annual meeting of | ||
the shareholders of the Corporation held on June 7, 2007, pursuant to Sections 801, 803 and 805 | ||
of the Business Corporation Law of the State of New York. | ||
IN WITNESS WHEREOF, the undersigned, President and Secretary of the Corporation, | ||
have each executed this Amendment on December 27, 2007, and each affirms that the statements | ||
contained herein are affirmed as true under penalties of perjury. | ||
eLEC COMMUNICATIONS CORP. | ||
/s/Paul H. Riss | ||
Paul H. Riss | ||
Chief Executive Officer | ||
/s/Eric M. Hellige | ||
Eric M. Hellige | ||
Secretary |
EXHIBIT 99.1 |
eLEC Communications Corp. Changes Name to Pervasip Corp. |
WHITE PLAINS, N.Y., January 4, 2008 -- eLEC Communications Corp. (OTCBB:ELEC) today |
announced that it has filed a Certificate of Amendment to its Certificate of Incorporation |
changing its name to Pervasip Corp., effective as of December 28, 2007. The CUSIP number for |
the Company’s common stock has been changed to 715709 101 and the Company plans to |
change the ticker symbol under which its common stock trades on NASDAQ’s “Over-the- |
Counter” Bulletin Board. |
About The Company |
The Company, headquartered in White Plains, N.Y., is taking advantage of the convergence of |
the technological and regulatory developments in the Internet and telecommunications markets. |
Pervasip provides an integrated suite of IP-based communications services and, through its |
wholly-owned subsidiary VoX Communications, offers wholesale broadband voice, origination |
and termination services for cable operators, carriers, ISPs, CLECs, resellers and other wireless |
and wireline operators, as well as enhanced VoIP telephone service to the small business and |
residential marketplace. |
For more information, visit www.voxcorp.net and www.pervasip.com. |
Forward Looking Statement |
This press release contains statements (such as projections regarding future performance) that are |
forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. |
Actual results may differ materially from those projected as a result of certain risks and |
uncertainties, including but not limited to those detailed from time to time in the Company’s |
filings with the Securities and Exchange Commission. |
### |
For more information, please contact: |
Paul H Riss |
Pervasip Corp. |
914-682-0214 |
phriss@pervasip.com |