Unassociated Document
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 17, 2009
CT
Holdings, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-26599
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26-2983120
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(State
or Other Juris-
diction
of Incorporation
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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3344 Hill
Street, San Diego, California 92106
(Address
of Principal Executive Offices, Zip Code)
Registrant’s
telephone number, including area code: (212) 924-4000
College
Tonight, Inc.
6380
Wilshire Boulevard, Suite 1020, Los Angeles, California 90048
(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))
Section
3 - Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities.
On April
15, 2009 the Company’s Board of Directors approved and the Company closed on the
sale of a private offering of 253,333,332 shares of common stock to Accredited
Investors, raising gross proceeds of approximately $76,000. The proceeds of the
private placement will be utilized for corporate purposes related to the
Company’s restructuring.
Section
5 – Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April
15, 2009 Zachary R. Suchin, Milton Suchin and Jason Schutzbank each resigned as
officers and directors of the Company. Zachary Suchin had previously been a
director and had held the position of President and CEO; Milton Suchin had
previously been a director and had held the position of Chairman of the Board of
Directors and Mr. Schutzbank had previously been a director and had held the
position of Executive Vice President and Chief Technical Officer. Copies of
Zachary R. Suchin, Milton Suchin and Jason Schutzbank resignation letters are
annexed hereto as Exhibits 17.1, 17.2 and 17.3, respectively.
In
connection with the above named corporate actions, on April 15, 2009 the Company
purchased and retired 13,125,000 shares of common stock owned by Zachary R.
Suchin, Milton Suchin and Jason Schutzbank in exchange for the Company’s
agreement to pay certain accrued expenses which such individuals were obligated
to pay in the amount of $17,985.36. The Company’s agreement is to pay such
obligation at a rate of $1,340 per month for a period of five (5) months with
the balance due if and when the Company completes a merger or acquisition
transaction with another company. The Company also contemporaneously cancelled
and retired an additional 4,000,000 shares of common stock that were issued to
Zachary R. Suchin and Jason Schutzbank (2,000,000 shares each) but were subject
to cancellation in the event that certain performance targets were not
met.
On April
15, 2009 the a majority of the shareholders of the Company, acting without a
meeting pursuant to Delaware Law, elected Valerie Vekkos to serve as a Director
of the Company. Ms. Vekkos’ appointment as a Director was ratified by the Board
of Directors of the Company on April 15, 2009 at which time the Board also
elected Ms. Vekkos to serve as its interim CEO and Secretary. The Company has
agreed to engage and compensate Zephyr Equities, Inc., an entity owned and
controlled by Valerie Vekkos, as a consultant for the services Ms. Vekkos will
be rendering to the Corporation as Chief Executive Officer and Secretary, by
monthly payment of $1,458 for a period of twelve months.
Item
5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal
Year.
Effective
April 17, 2009, the Company amended its Certificate of Incorporation. The
amendments included: (i) the change in the name of the Company from College
Tonight, Inc. to CT Holdings, Inc.; and (ii) an increase in the authorized
common stock of the Company from 100,000,000 shares of common stock, par value
$.001 to 500,000,000 shares of common stock, par value $0.001, and 5,000,000
shares of Preferred Stock, par value $0.001. The amended certificate of
incorporation is attached as Exhibit 3.1 hereto.
On
April 16, 2009, the Company issued a press release announcing the matters
set forth herein. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
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Exhibit Number
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Exhibit Description
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3.1
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First Amended
and Restated Certificate of Incorporation
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17.1
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Resignation
of Zachary R. Suchin
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17.2
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Resignation
of Milton Suchin
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17.3
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Resignation
of Jason Schutzbank
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99.1
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Press
Release date April 16, 2009
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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 thereunto duly
authorized.
Date:
April 17, 2009
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By:
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/s/ Valerie
Vekkos |
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Valerie
Vekkos
Chief
Executive Officer
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INDEX
TO EXHIBITS
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Exhibit
Number
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Exhibit
Description
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3.1
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First Amended
and Restated Certificate of Incorporation
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17.1
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Resignation
of Zachary R. Suchin
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17.2
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Resignation
of Milton Suchin
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17.3
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Resignation
of Jason Schutzbank
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99.1
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Press
Release date April 16, 2009
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