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HEALTH SYSTEMS SOLUTIONS 8-K 2009 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 19,
2009
HEALTH
SYSTEMS SOLUTIONS, INC.
Registrant’s
telephone number, including area code: (212)
798-9400
N/A
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-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.
On
February 19, 2009, Health Systems Solutions, Inc., a Nevada corporation
(“HSS-Nevada”) merged (the “Merger”) with and into its wholly-owned subsidiary,
Health Systems Solutions, Inc., a Delaware corporation (“HSS-Delaware”),
pursuant to an Agreement and Plan of Merger dated December 2, 2008 (the “Merger
Agreement”). As a result of the Merger, HSS-Nevada and HSS-Delaware
became a single corporation named Health Systems Solutions, Inc., existing under
and governed by the laws of the State of Delaware (the “Surviving
Entity”).
Pursuant
to the Merger Agreement, each share of common stock of HSS-Nevada issued and
outstanding was exchanged for one share of common stock of the Surviving Entity,
each share of Series C Convertible Preferred Stock of HSS-Nevada issued and
outstanding was exchanged for one share of Series C Convertible Preferred Stock
of the Surviving Entity, each share of Series D Convertible Preferred Stock of
HSS-Nevada issued and outstanding was exchanged for one share of Series D
Convertible Preferred Stock of the Surviving Entity and each share of Series E
Convertible Preferred Stock of HSS-Nevada issued and outstanding was exchanged
for one share of Series E Convertible Preferred Stock of the Surviving Entity,
such that all former holders of securities of HSS-Nevada are now holders of
securities of the Surviving Entity. As no physical exchange of
certificates is required in connection with the Merger, certificates formerly
representing shares of issued and outstanding capital stock of HSS-Nevada are
deemed to represent the same class and number of shares of capital stock of the
Surviving Entity.
Additionally,
pursuant to the Merger Agreement, the Certificate of Incorporation, By-Laws,
Certificate of Designations of Series C Convertible Preferred Stock, Certificate
of Designations of Series D Convertible Preferred Stock and Certificate of
Designations of Series E Convertible Preferred Stock of HSS-Delaware became the
Certificate of Incorporation, By-Laws, Certificate of Designations of Series C
Convertible Preferred Stock, Certificate of Designations of Series D Convertible
Preferred Stock and Certificate of Designations of Series E Convertible
Preferred Stock of the Surviving Entity (the “Delaware Charter
Documents”).
The
directors and officers of HSS-Nevada immediately prior to the Merger became the
directors and officers of the Surviving Entity, including Stan Vashovsky as the
Surviving Entity’s Chief Executive Officer and Chairman of the Board as well as
Michael G. Levine as the Surviving Entity’s Chief Financial
Officer.
Upon
completion of the Merger, the Surviving Entity’s common stock was deemed to be
registered under Section 12(g) of the Securities Exchange Act of 1934, as
amended, pursuant to Rule 12g-3(a) promulgated thereunder. For
purposes of Rule 12g-3(a), the Surviving Entity is the successor issuer to
HSS-Nevada. The Surviving Entity’s common stock will continue to be
quoted on the OTC Bulletin Board under the symbol “HSSO.OB.”
The
foregoing descriptions of the Delaware Charter Documents are not complete and
are qualified in their entirety by reference to the full text of such documents,
copies of which are filed herewith and are incorporated herein by
reference.
Item
3.03. Material Modification to Rights of
Securities Holders.
The
Delaware Charter Documents, along with the laws of the State of Delaware, now
govern the affairs of the Surviving Entity and the rights of the Surviving
Entity's stockholders. For additional information regarding the
Delaware Charter Documents and their impact on the rights of securities holders,
see the disclosure set forth under Item 1.01, which is incorporated by reference
into this Item 3.03.
Item
5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The
information contained in Items 1.01 and 3.03 is incorporated by reference into
this Item 5.03.
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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.
EXHIBIT
INDEX
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