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): February 20, 2009
(Exact
Name of Registrant as Specified in its Charter)
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Florida
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000-32429
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65-0955118
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1200
American Flat Road, Gold Hill, Nevada 89440
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(Address
of principal executive offices) (Zip
Code)
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Registrant's
Telephone Number, Including Area Code: (775) 847-5272
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):
oWritten communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material
pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-
12)
oPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
oPre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
The
disclosure set forth under Items 3.03 and 8.01 are incorporated by reference
into this Item 1.01.
Item
3.03. Material Modification to Rights of Security Holders.
As
described under Item 8.01 below, pursuant to an Agreement and Plan of Merger,
dated November 12, 2008, Goldspring, Inc., a Florida corporation ("Goldspring
Florida"), consummated a merger with and into its wholly owned subsidiary,
Goldspring, Inc., a Nevada corporation ("Goldspring Nevada"). As a result of the
reincorporation, the registrant is now a Nevada corporation.
As
provided by the Merger Agreement (as defined in Item 8.01 below), each
outstanding share of Goldspring Florida common stock was automatically converted
into one share of Goldspring Nevada common stock at the time the reincorporation
became effective. Each stock certificate representing issued and outstanding
shares of Goldspring Florida common stock continues to represent the same number
of shares of Goldspring Nevada common stock. The constituent instruments
defining the rights of holders of the registrant's common stock will now be the
Articles of Incorporation and Bylaws of Goldspring Nevada, which will be filed
as exhibits to the Annual Report on Form 10-K, rather than the Certificate of
Incorporation and Bylaws of Goldspring Florida. After the reincorporation,
Nevada corporate law will generally be applicable in the determination of the
rights of shareholders under state corporate laws.
Item 8.01. Other
Events.
Pursuant
to notice from FINRA as of February 20, 2009 that documentation was cleared, on
November 12, 2008, Goldspring, Inc., a Nevada corporation ("Goldspring Nevada"),
changed the corporate domicile of Goldspring, Inc., a Florida corporation
("Goldspring Florida"), from Florida to Nevada. The reincorporation in Nevada
was effected through a merger (the "Merger") of Goldspring Florida and
Goldspring Nevada, a corporation formed as a wholly owned subsidiary of
Goldspring Florida for the purpose of effecting the reincorporation. Goldspring
Nevada was the surviving corporation in the Merger as set forth in the
Certificate of Merger filed with the Secretary of State of the State of Florida
and the Articles of Merger filed with the Secretary of State of the State of
Nevada. The Merger was effected pursuant to the Agreement and Plan of Merger,
dated as of November 12, 2008, by and between Goldspring Nevada and Goldspring
Florida (the "Merger Agreement"), which Merger Agreement was approved by the
shareholders of Goldspring Florida pursuant to a written consent of shareholders
approved by the shareholders of Goldspring Florida on November 13, 2006,
pursuant to a Schedule 14A filed with the SEC on August 24, 2006. In
connection with the Merger and pursuant to the Merger Agreement: (i) each share
of Goldspring Florida common stock outstanding immediately prior to the
effective time of the Merger was automatically converted into one share of
Goldspring Nevada common stock with the result that Goldspring Nevada is now the
publicly held corporation and Goldspring Florida has been merged out of
existence by operation of law; (ii) the stockholders of Goldspring Florida
immediately prior to the Merger became the shareholders of Goldspring Nevada
immediately after the Merger; (iii) each option to acquire shares of Goldspring
Florida common stock outstanding immediately prior to the Merger was converted
into and became an equivalent option to acquire, upon the same terms and
conditions, the equal number of shares of Goldspring Nevada common stock
(whether or not such option was then exercisable) and the exercise price per
share under each respective option remained equal to the exercise price per
share immediately prior to the Merger; (iv) each warrant to acquire shares of
Goldspring Florida common stock outstanding immediately prior to the Merger was
converted into and became an equivalent warrant to acquire, upon the same terms
and conditions, the equal number of shares of Goldspring Nevada common stock
(whether or not such warrant was then exercisable) and the exercise price per
share under each respective warrant remained equal to the exercise price per
share immediately prior to the Merger; (v) each convertible note which converted
into shares of Goldspring Florida common stock outstanding immediately prior to
the Merger was converted into and became an equivalent note with the ability to
convert, upon the same terms and conditions, into the equal number of shares of
Goldspring Nevada common stock (whether or not such not was then exercisable)
and the exercise price per share under each respective note remained equal to
the exercise price per share immediately prior to the Merger; (vi) the Articles
of Incorporation and Bylaws of Goldspring Nevada immediately prior to the Merger
remained the Articles of Incorporation and Bylaws of Goldspring Nevada following
the Merger and now govern the surviving corporation; and (vii) the directors and
officers of Goldspring Florida in office immediately prior to the Merger became
the directors and officers Goldspring Nevada following the Merger. Goldspring
Nevada's common stock will continue to trade on the OTCBB under the ticker
symbol "GSPG."
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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GOLDSPRING,
INC.
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February
26, 2009
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By:
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/s/ Robert
T.
Faber
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Robert
T. Faber
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President
and Chief Financial Officer
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