Electronic Cigarettes International Group, Ltd.

SECURITIES & EXCHANGE COMMISSION EDGAR FILING
Electronic Cigarettes International Group, Ltd.
Form: 8-K
Date Filed: 2015-03-24
Corporate Issuer CIK: 1398702
Symbol:
ECIG
SIC Code:
1000
© Copyright 2015, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the
terms of use.
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 20, 2015
Electronic Cigarettes International Group, Ltd.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-52745
(Commission File Number)
98-0534859
(IRS Employer Identification No.)
14200 Ironwood Drive, Grand Rapids, MI49534
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (616) 384-3272
n/a
(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 of Bylaws; Change in Fiscal Year
On March 20, 2015, Electronic Cigarettes International Group, Ltd. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation (the
“Amendment”) to effectuate a one-for-fifteen reverse stock split, as further detailed in Item 8.01 below. A copy of the Amendment is attached to this
Current Report on Form 8-K (this “Report”) as Exhibit 3.1.
Item 8.01.
Other Events
Reverse Split
Effective March 24, 2015, (the “Effective Date”), the Company effectuated a one-for-fifteen reverse stock split. Pursuant to this corporate action, every
15 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) were converted into one share of the Company’s
Common Stock. To avoid the issuance of fractional shares of Common Stock, all fractional shares will be rounded up to the next whole share.
The reverse split has been reviewed and approved by the Financial Industry Regulatory Authority (FINRA).
As of the Effective Date, pursuant to this corporate action, 19,931,334 shares of the Company’s Common Stock are outstanding.
Beginning on March 24, 2015, the Company’s trading symbol will be temporarily changed to “ECIGD” for a period of twenty business days, after which
the symbol will revert back to “ECIG.”
Press Release
On March 23, 2015, the Company issued a press release, a copy of which is attached to this Report as Exhibit 99.1, concerning the Company’s
announcement that, effective March 24, 2015, at the opening of trading, the Company’s Common Stock will trade with effect given to the reverse split of
its issued and outstanding Common Stock on the basis of one share of Common Stock to be issued for each 15 shares of Common Stock owned and
outstanding.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1
99.1
Certificate of Amendment to Articles of Incorporation
Press Release, Date March 23, 2015
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.
ELECTRONIC CIGARETTES INTERNATIONAL
GROUP, LTD.
Date: March 24, 2015
By:
/s/ Philip Anderson
Name: Philip Anderson
Title: Chief Financial Officer
Exhibit 3.1
Exhibit 99.1
PRESS RELEASE
Grand Rapids, Michigan, March 23, 2015
ELECTRONIC CIGARETTES INTERNATIONAL GROUP COMPLETES REVERSE STOCK SPLIT
GRAND RAPIDS, MICHIGAN, MARCH 23, 2015 - Electronic Cigarettes International Group, Ltd. (The “Company”) (OTCBB: ECIG), a global
marketer and distributor of electronic cigarette and vapor products whose brands include FIN, Vapestick, Victory, VIP, and others, today announced that
it has completed a one-for-fifteen reverse split of its outstanding common stock. Beginning with the opening of trading on Tuesday, March 24, 2015, the
Company’s common stock will trade on a split-adjusted basis, with a new CUSIP of 285560207. As per FINRA regulations, a “D” will be placed at the
end of the Company’s ticker symbol for 20 business days (“ECIGD”), after which, the symbol will revert back to “ECIG.”
On March 10, 2015, the Company’s stockholders approved a proposal to give the Company’s Board of Directors the authority to effect a reverse split of
the outstanding common stock. The Board of Directors subsequently approved the one-for-fifteen ratio.
Every fifteen shares of the Company’s issued and outstanding common stock were automatically converted into one issued and outstanding share of
common stock, with no change in par value per share. As a result, each stockholder's percentage ownership interest and proportional voting power
remains unchanged and the rights and privileges of the holders of the Company's common stock are unaffected. Stockholders are not required to take
any action. [Example: in a 1-for-15 reverse split, a shareholder that held 15,000 shares at $0.10 per share, for a total value of $1,500, will now own
1,000 shares, or one-fifteenth the number of shares as previously, at a value of $1.50 per share, fifteen times the pre-split price, for the same total
value of $1,500.]
No fractional shares will be issued following the reverse split. Stockholders who would otherwise be entitled to receive a fractional share will instead
receive a cash payment based on the closing sales price of the Company's common stock on the last business day immediately preceding the effective
date of the reverse stock split.
About Electronic Cigarettes International Group, Ltd. (ECIG)
Electronic Cigarettes International Group (ECIG) is dedicated to providing a compelling alternative to traditional cigarettes for the more than 1 billion
current smokers around the world. ECIG is a fast growing independent electronic cigarette company, and owns the trademarks VAPESTICK®, FIN®,
Victory®, VIP®, and others. The Company owns multiple subsidiary companies and has operations in North America and Western Europe. ECIG offers
consumers a full product portfolio that incorporates product quality and the latest technology. The Company’s website is www.ecig.co.
PRESS RELEASE
Grand Rapids, Michigan, March 23, 2015
Safe Harbor Disclosure
This press release contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are any
statement reflecting management's current expectations regarding future results of operations, economic performance, financial condition and
achievements of ECIG, including statements regarding ECIG’s expectation to see continued growth. The forward-looking statements are based on the
assumption that operating performance and results will continue to materialize consistent with recent trends. Management believes these assumptions
to be reasonable but there is no assurance that they will prove to be accurate. Forward-looking statements, specifically those concerning future
performance are subject to certain risks and uncertainties, and actual results may differ materially. These risks and uncertainties include: ECIG’s
reliance on additional financing, ECIG’s profitability and financial health, risks associated with ECIG’s products, including that they may pose a health
risk; governmental regulations may impact ECIG’s business; the market or consumers may not accept ECIG’s products; ECIG relies on a single class
of products; existing or pending patents may affect ECIG’s business; and other factors disclosed in the Company's filings with the Securities and
Exchange Commission. Unless required by applicable law, ECIG undertakes no obligation to update or revise any forward-looking statements.
For investor inquiries please contact:
Don Markley/Matthew Abenante
The Piacente Group, Inc.
Tel: 212-481-2050
Email: [email protected]
www.ecig.co
Follow us on social media:
Facebook: @Electronic Cigarettes International Group, Ltd.
Twitter: @ECIGCorporate