Current Report Filing (8-k)

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) March 9, 2016

SOUTHERN CONCEPTS RESTAURANT GROUP, INC.

(Name of registrant as specified in its charter)

Colorado	000-53853	80-0182193
State of Incorporation	Commission File Number	IRS Employer Identification No.

2 N. Cascade Ave Suite1400

Colorado Springs, CO 80903

(Address of principal executive offices)

719-265-5821

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.

At the annual meeting of the Company’s shareholders held on March 9, 2016, (the “Annual Meeting”) the shareholders approved an amendment to the Company’s Articles of Incorporation to increase the authorized Common Stock of the Company from 120,000,000 to 125,000,000.

In addition, as of February 3, 2016, 4,428,791 shares of Series A Preferred Stock (the “Series A Stock”), converted to common shares, leaving 456,068 Series A Preferred Stock issued and outstanding. The Certificate of Designation of the Company’s Series A Stock requires that any shares of Series A Stock that are converted into Common Stock be cancelled and are not available for reissuance by the Company.

In accordance with the foregoing, on March 11, 2016, the Company filed an amendment to its Articles of Incorporation with the Colorado Secretary of State, (i) decreasing the authorized preferred stock to 456,068 (which did not require shareholder approval and (ii) increasing authorized capital stock of the Company to 125,456,068 shares, consisting of 125,000,000 shares of Common Stock and 456,068 shares designated as Series A Stock.

Item 5.07 – Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, four proposals were submitted to the shareholders for approval as set forth in the Company’s definitive Proxy Statement. Each of the proposals are described in detail in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on January 27, 2016.

At the Annual Meeting, the shareholders approved each of the four proposals. The votes on the proposals were cast as follows:

Proposal No.1 – Election of Directors. The shareholders elected James J. Fenlason, Robert L. Cohen, Mitchell R. Roth, Kenneth Cutshaw, and Heather Atkinson to serve on the Company’s Board of Directors. The votes were cast as follows:

Name	For	Withheld
James J. Fenlason	143,008,804	37,636
Robert L. Cohen	143,008,804	37,636
Kenneth Cutshaw	143,008,804	37,636
Heather Atkinson	143,008,804	37,636
Mitchell R. Roth	143,008,804	37,636

Proposal No. 2 – Approval of an Amendment to the Company’s Articles of Incorporation to increase the Company’s authorized capital. For proposal two, the holders of Common Stock and the holders of Series A Preferred Stock voted as separate classes. The votes on this proposal were cast as follows:

Class	For	Against	Abstain
Common Votes	30,527,387	3,231,154	102,234
Series A Preferred Votes	116,420,625	0	0

Proposal No. 3 – Ratification and approval of GHP Horwath, P.C. as the Company’s independent registered public accounting firm. The votes on this proposal were cast as follows:

For	Against	Abstain
149,484,200	255,398	797,200

Proposal No. 4 – Approval of the compensation of the Company’s named executive officers. The votes on this proposal were cast as follows:

For	Against	Abstain
140,380,667	1,301,528	1,838,555

Item 7.01 – Regulation FD

At the Annual Meeting the Company made a presentation to attendees. A copy of the presentation is available on the Company’s website at: http://www.southernconcepts.com/investors/presentations/.

The information in Item 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. This Item 7.01 on Form 8-K will not be deemed an admission as to the materiality of any information in the Current Report that is required to be disclosed solely by Regulation FD. Any reference to the Company’s internet address shall not be deemed to incorporate the information available at such internet address into this report.

Item 9.01 – Financial Statements and Exhibits

(d)

Exhibits:

3.1 Amendment to the Articles of Incorporation of the Company as filed March 11, 2016. Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 11th day of March 2016.

	Southern Concepts Restaurant Group, Inc.

	By:	/s/ Mitch Roth
		Mitch Roth, Chief Executive Officer

Exhibit 3.1

Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or print copies of filed documents, visit www.sos.state.co.us	E-Filed	Colorado Secretary of State Date and Time: 03/11/2016 09:28 AM ID Number: 20081058152 Document number: 20161179338 Amount Paid: $25.00

ABOVE SPACE FOR OFFICE USE ONLY

Articles of Amendment

filed pursuant to §7-90-301, et seq. and §7-110-106 of the Colorado Revised Statutes (C.R.S.)

ID number:

20081058152

1. Enity name:	Southern Concepts Restaurant Group, Inc.
	(If changing the name of the corporation, indicate name BEFORE the name change)

2. New Entity name:
(if aplicable)

3. Use of Restricted Words (if any of these
terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box):	o "bank" or "trust" or any derivative thereof o "credit union" o "savings and loan" o "insurance", casualty", "mutual", or "surety"

4.	Other amendments, if any, are attached.

5.	If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment.

6. If the corporation's period of duration as amended is less than perpetual, state the date on which the period of duration expires:
	(mm/dd/yyyy)

If the corporation's period of duration as amended is perpetual, mark this box: þ

7. (Optional) Delayed effective date:
	(mm/dd/yyyy)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

8. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:
	Filam Amy K.
	(Last) (First) (Middle) (Suffix)
	6400 South Fiddlers Green Circle
	(Street name and number or Post Office information)
	Suite 1000
	Greenwood Village CO 80111
	(City) (State) (Postal/Zip Code)
	United States
	(Province - if applicable) (Country - if not US)

(The document need not state the true name and address of more than one individual. However, if you wish to state the name and addressof any additional individuals causing the document to be delivered for filing, mark this box[ ] and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's attorney.

ARTICLES OF AMENDMENT TO THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SOUTHERN CONCEPTS RESTAURANT GROUP, INC.

These Articles of Amendment to the Amended and Restated Articles of Incorporation were approved by the directors of Southern Concepts Restaurant Group, Inc. (the “Corporation”). This attachment is incorporated into the foregoing Articles of Amendment.

1.	Article II of the Amended and Restated Articles of Incorporation of the Corporation is hereby amended as follows:

The number of shares designated as Preferred Stock is decreased from 4,884,859 to 456,068.

The aggregate number of authorized shares of the Corporation is increased from 124,884,859 to 125,456,068.

The number of shares designated as Common Stock is increased from 120,000,000 to 125,000,000.

The total number of authorized shares remaining after the foregoing changes in shares is hereby evidenced by the following amendment. Article II, Section 1 of the Amended and Restated Articles of Incorporation of the Corporation hereby is replaced in its entirety to read as follows:

“ARTICLE II

Authorized Shares

Section 1: Number. The aggregate number of shares which the Corporation shall have authority to issue is One Hundred Twenty-Five Million Four Hundred Fifty-Six Thousand And Sixty-Eight (125,456,068), of which One Hundred Twenty-Five Million (125,000,000) shall be designated as shares of Common Stock of one class with unlimited voting rights with no par value, and Four Hundred Fifty-Six Thousand And Sixty-Eight (456,068) shall be designated as shares of Preferred Stock, to have such par value, classes and preferences as the Board of Directors may determine from time to time.”

2.	Section 1 of the Certificate of Designation of the Corporation’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) is hereby amended as follows:

The number of authorized shares of Series A Preferred Stock is decreased from 4,884,859 to 456,068.

The total number of authorized shares of Series A Preferred Stock remaining after the reduction in shares is hereby evidenced by the following amendment. Section 1 of the Certificate of Designation of the Corporation’s Series A Convertible Preferred Stock hereby is replaced in its entirety to read as follows:

“Section 1: Designation and Amount. All of the 456,068 shares of the Company’s authorized preferred stock, $0.001 par value per share are designated as “Series A Convertible Preferred Stock,” with the rights and preferences set forth below.”

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