UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported)
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October
20, 2009 (October 19, 2009)
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ANCHOR
FUNDING SERVICES, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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0-52589
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20-5456087
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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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10801
Johnston Road, Suite 210
Charlotte,
CA
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28226
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(866)
789-3863
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(Former
name or former address, if changed since last
report)
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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 8.01. Other
Events
On October 19, 2009, stockholders of
Anchor Funding Services, Inc. owning 10,684,500 shares of the outstanding voting
stock of Anchor, representing 52% of the outstanding shares approved the
following resolutions and the filing of a Certificate of Amendment with the
Secretary of State of the State of Delaware in the form set forth in Exhibit
3.1:
RESOLVED,
that the stockholders do hereby ratify, adopt and approve the re-election of
George Rubin, Morry F. Rubin, Brad Bernstein, Kenneth Smalley and E. Anthony
Woods to the Board as directors of the Corporation to serve in such capacity for
a period of one year and until their successors are elected and shall qualify;
and it was further
RESOLVED,
that the stockholders hereby ratify, adopt and approve the selection of Cherry,
Bekaert & Holland, LLP as our independent auditors for the year ended
December 31, 2009; and it was further
RESOLVED,
that the stockholders hereby ratify, adopt and approve an amendment to the
Company’s Certificate of Incorporation and the filing of said amendment with the
Secretary of State of the State of Delaware (a) changing the par value of the
Company’s Common Stock from $.001 par value to $.0001 par value; and (b)
increasing the number of authorized shares of Common Stock from 40,000,000
shares to 65,000,000 shares of Common Stock; and it was further
RESOLVED,
that the stockholders hereby ratify, adopt and approve an amendment to the
Company’s 2007 Omnibus Equity Compensation Plan to increase the number of shares
of Common Stock underlying the Plan to 4,200,000 shares.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibit.
The
following exhibit is filed with this Form 8-K.
3.1 October
19, 2009 Amendment to Anchor’s Certificate of Incorporation.
SIGNATURE
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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ANCHOR
FUNDING SERVICES, INC.,
a
Delaware corporation
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October
20, 2009
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By:
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/s/ Brad Bernstein | |
| Name: Brad Bernstein | |||
| Title: President and Chief Financial Officer | |||
Exhibit
3.1
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
ANCHOR
FUNDING SERVICES, INC.
Anchor Funding Services, Inc., a
corporation organized and existing under and by virtue of The General
Corporation Law of Delaware, does hereby certify:
FIRST: That
at a duly held meeting of the Board of Directors of said Corporation, the Board
duly adopted the following resolution proposing and declaring advisable the
following amendment to the Certificate of Incorporation of said
Corporation:
“RESOLVED, that the Board of Directors
deems it advisable, and hereby declares it to be advisable, that Article Fourth
of the Corporation's presently existing Certificate of Incorporation be amended,
changed and altered so that, as amended, said Article shall be and read as
follows:
FOURTH
Section 1. Authorization of
Shares.
The aggregate number of shares of
capital stock which the Corporation will have authority to issue is 75,000,000
shares, consisting of 65,000,000 shares of common stock, having a par value of
$.0001 per share (“Common Stock”), and 10,000,000 shares of Preferred Stock,
having a par value of $.001 per share (“Preferred Stock”).
Section 2. Common
Stock.
2.1
Dividends. The
holders of shares of Common Stock shall be entitled to receive such dividends as
from time to time may be declared by the Board of Directors of the Corporation,
subject to any preferential payments to which the holders of shares of any
series of Preferred Stock shall be entitled as may be stated and expressed
pursuant to the resolution establishing any such series of Preferred
Stock.
2.2
Liquidation. In
the event of any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, after payment shall have been made to any
holders of shares of any series of Preferred Stock then outstanding of the full
amounts of preferential payments to which they shall respectively be entitled as
may be stated and expressed pursuant to the resolution establishing any such
series of Preferred Stock, the holders of shares of Common Stock then
outstanding shall be entitled to share ratably based upon the number of shares
of Common Stock held by them in all remaining assets of the Corporation
available for distribution to its shareholders.
2.3
Voting
Rights. All shares of Common Stock shall be identical with
each other in every respect. The shares of Common Stock shall entitle
the holders thereof to one vote for each share upon all matters upon which
shareholders have the right to vote.
Section
3. Preferred
Stock.
The Board of Directors is authorized to
establish, from time to time, one or more series of any class of shares, to
increase or decrease the number within each series, and to fix the designations,
powers, preferences and relative, participating, optional or other rights of
such series and any qualification, limitations or restrictions thereof. All
shares of any one series of Preferred Stock will be identical except as to the
dates of issue and the dates from which dividends on shares of the series issued
on different dates will cumulate, if cumulative. Authority is hereby expressly
granted to the Board of Directors to authorize the issuance of one or more
series of Preferred Stock, and to fix by resolution or resolutions providing for
the issue of each such series the voting powers, designations, preferences, and
relative, participating, optional, redemption, conversion, exchange or other
special rights, qualifications, limitations or restrictions of such series, and
the number of shares in each series, to the full extent now or hereafter
permitted by law.
SECOND: That in lieu of a
meeting and vote of stockholders, written consent of stockholders to said
amendment has been given in accordance with the provisions of Section 228 of The
General Corporation Law of the State of Delaware, and written notice of the
adoption of the amendment has been given as provided in Section 228 of The
General Corporation Law of the State of Delaware to every stockholder entitled
to such notice.
THIRD: That the aforesaid
amendment was duly adopted in accordance with the applicable provisions of
Sections 242 and 228 of The General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said Anchor Funding
Services, Inc. has caused this Certificate to be signed by Morry F. Rubin, Chief
Executive Officer, and attested by Brad Bernstein, Secretary, this 19th day
of October, 2009.
ANCHOR FUNDING SERVICES,
INC.
/s/ Morry F.
Rubin
Morry F. Rubin, Chief Executive
Officer
ATTEST:
/s/ Brad
Bernstein
Brad
Bernstein, Secretary