UNITED STATES
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 (Date of earliest event reported) July 30, 2010
VITAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-127915 98-0464272
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
245 Drumlin Circle, Concord, Ontario, Canada L4K 3E4
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (905) 482-0200
Not Applicable.
(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 30, 2010, pursuant to stockholder consent, our Board of Directors
authorized an amendment to our Certificate of Incorporation, as Amended, to
effect a reverse split of the issued and outstanding shares of our common
stock, par value $0.0001, on a 1 for 1,000 basis. We filed the Amendment
with the Delaware Secretary of State on July 30, 2010 with an effective
date of August 9, 2010 and a Certificate of Correction to the Certificate
of Amendment on August 20, 2010, to correct a typographical error.
Although the amendment was effective with the State of Delaware on
August 9, 2010, the reverse split will not be effected until we receive
approval by the Financial Industry Regulatory Authority, Inc., or FINRA.
Upon approval by FINRA, each holder of common stock will receive 1 share
of our common stock for each 1,000 shares of our common stock they own
immediately prior to the reverse split. We will not issue fractional shares
in connection with the foregoing stock split. Fractional shares will be
rounded up to the nearest whole share.
A copy of the Certificate of Amendment is attached to this current report
as Exhibit 3.1 and a copy of the Certificate of Correction is attached to
this current report as Exhibit 3.2. Both exhibits are incorporated
herein by reference.
This report contains forward-looking statements that involve risks and
uncertainties. You should not place undue reliance on these forward-looking
statements. Our actual results could differ materially from those anticipated
in the forward-looking statements for many reasons, including the risks and
uncertainties as may be detailed from time to time in our public announcements
and filings with the U.S. Securities and Exchange Commission. Although we
believe the expectations reflected in the forward-looking statements are
reasonable, they relate only to events as of the date on which the statements
are made. We do not intend to update any of the forward-looking statements
after the date of this report to conform these statements to actual results
or to changes in our expectations, except as required by law.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
3.1 Certificate of Amendment to the Certificate of Incorporation, As
Amended, dated July 30, 2010 (filed herewith).
3.2 Certificate of Correction to the Certificate of Amendment to the
Certificate of Incorporation, as Amended, dated August 20, 2010
(filed herewith).
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.
Vital Products, Inc.
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(Registrant)
Date August 25, 2010
By: /s/ Michael Levine
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(Signature)
Name: Michael Levine
Title: Chief Executive Officer