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): April 25, 2008 (April 21, 2008)
NEVSTAR CORPORATION
(Exact name of registrant as specified in Charter)
Nevada |
000-21071 |
88-0309578 |
(State or other jurisdiction of incorporation or organization) |
(Commission File No.) |
(IRS Employee Identification No.) |
123 Chuangye Road
Haizhou District, Fuxin City,
Liaoning Province, P.R.C.
123000
(Address of Principal Executive Offices)
86-418-3995066
(Registrant's telephone number, including area code)
_____________________________________________
(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. Amended and Restated Bylaws On April 21, 2008, the board of directors of Nevstar
Corporation (the "Company") adopted Amended and Restated Bylaws, which
substantially revised the Company's existing Amended and Restated Bylaws. The
following is a summary of certain provisions of the Amended and Restated Bylaws
adopted by the Company's board of directors and is qualified in its entirety by
reference to the full text of the Amended and Restated Bylaws, a copy of which
is attached as Exhibit 3.2 to this Report. Generally, the Amended and Restated Bylaws update the
Company's former Amended and Restated Bylaws. The modifications to the former
Amended and Restated Bylaws include: (a) special meetings of stockholders shall now be called by
the President or Secretary of the Company at the request in writing of the
holders of not less than one-fourth of all the shares issued, outstanding and
entitled to vote, as opposed to the Company's previous Amended and Restated
Bylaws, which required one-tenth of such holders; (b) the Amended and Restated Bylaws provide that at any
meeting of stockholders, every stockholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such stockholder and bearing a date not more than 6 months prior
to such meeting, unless such instrument provides for a longer period, while the
Company's former Amended and Restated Bylaws provided that such proxies be dated
not more than 11 months prior to such meeting, unless such instrument provided
for a longer period; (c) the Amended and Restated Bylaws provide that any action
required or permitted to be taken at a meeting of the stockholders of the
Company may be taken without a meeting if a consent or consents in writing,
setting forth the action so taken, is signed by stockholders holding at least a
majority of the voting power; provided that if a different proportion of voting
power is required for such an action at a meeting, then that proportion of
written consents is required, while the Company's former Amended and Restated
Bylaws required that such written consents be signed by all of the stockholders
entitled to vote with respect to the subject matter thereof; (d) the number of directors of the Company shall now be fixed
as the board of directors may from time to time designate, while the Company's
current Amended and Restated Bylaws provide that the number of directors be at
least one (1) and not more than eleven (11), as the board of directors may
designate; (e) any director of the Company may now be removed either for
or without cause at any special meeting of stockholders by the affirmative vote
of at least two-thirds of the voting power of the issued and outstanding stock
entitled to vote, while the Company's prior Amended and Restated Bylaws required
a majority; (f) a new provision providing that the Company's board of
directors may authorize the issuance of uncertificated shares of some or all of
the shares of any or all of the Company's classes or series; (g) the Amended and Restated Bylaws provide that the
Company's board of directors shall fix the fiscal year end, while the former
Amended and Restated Bylaws stated that the fiscal year end was June 30; and (h) a new provision providing that in all offerings of
securities pursuant to Regulation S of the Securities Act, the Company shall
require that its stock transfer agent refuse to register any transfer of
securities not
made in accordance with the provisions of
Regulation S, pursuant to registration under the Act or an available exemption
thereunder;
Change in Fiscal Year On March 31, 2008, the Company's board of directors approved
a change in the Company's fiscal year end from June 30 to December 31, subject
to approval of an amendment of the Company's Amended and Restated Bylaws, in
connection with the Company's reverse acquisition transaction with Dollar Come
Investments Limited, as more particularly described in the Company's current
report on Form 8-K that was filed on March 31, 2008. As a result of the
Company's adoption of the Amended and Restated Bylaws described above, the
Company's fiscal year end is now December 31. Item 9.01 Financial Statements And Exhibits. (d) Exhibits.
Exhibit No.
Description
3.2
Amended and
Restated Bylaws of the Company, adopted on April 21, 2008.
3
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.
NEVSTAR CORPORATION | ||
By: | /s/Lihui Song | |
Lihui Song | ||
President and Chief Executive Officer | ||
Dated: April 25, 2008 |
EXHIBIT INDEX
Exhibit No. | Description |
3.2 | Amended and Restated Bylaws of the Company, adopted on April 21, 2008. |