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): November 26, 2007
TUCOWS INC.
(Exact Name of Registrant Specified in Charter)
Pennsylvania |
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0-28284 |
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23-2707366 |
(State or Other |
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(Commission File |
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(IRS Employer |
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96 Mowat Avenue, Toronto, Ontario, Canada |
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M6K 3M1 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (416) 535-0123
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 of Bylaws; Change in Fiscal Year
The board of directors of Tucows Inc. (the Company) approved and adopted the Fourth Amended and Restated Articles of Incorporation of the Company (the Amended Articles), authorizing the Company to issue uncertificated shares. The Amended Articles were adopted to comply with the rules of the American Stock Exchange which require that the Companys securities be eligible for participation in the Direct Registration System (DRS), currently operated by The Depository Trust & Clearing Corporation, by January 1, 2008. DRS allows shareholders to have shares of the Companys securities registered in their names without the issuance of physical stock certificates and allows them to electronically transfer shares of the Companys securities to broker-dealers in order to effect transactions without the need to transfer physical stock certificates. The Amended Articles were effective upon filing with the Commonwealth of Pennsylvania on November 26, 2007.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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Exhibit |
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3.1 |
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Fourth Amended and Restated Articles of Incorporation of Tucows 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.
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TUCOWS INC. |
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By: |
/s/ Michael Cooperman |
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Michael Cooperman |
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Chief Financial Officer |
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Dated: November 29, 2007
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EXHIBIT INDEX
Exhibit Number |
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Exhibit |
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3.1 |
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Fourth Amended and Restated Articles of Incorporation of Tucows Inc. |
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