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DE ACQUISITION 2, INC. FILES (8-K/A) Disclosing Completion of Acquisition or Disposition of Assets, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

February 14, 2014

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosures contained in Items 5.02 and 5.03 below are incorporated herein by this reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 12, 2014, shortly prior to the consummation of the Merger, the registrant's stockholders took action by unanimous written consent to, among other things, elect four new persons to the registrant's Board of Directors-

Mark S. Anderson James L. Davis Michael J. Hanson, and Jeffrey C. Mack



The biographies of these individuals are contained in the Original Report. None of these persons have been identified to serve on any committees of the Board of Directors at this time. Although the election of these persons to the Board of Directors was made on February 12, 2014, the related unanimous written consent of the stockholders specified that their election will not be effective until the expiration of the waiting period prescribed by SEC Rule 14c-2.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



The stockholders of the registrant, acting unanimously by written consent prior to the closing of the Merger, and in addition to the election of directors described in Item 5.02 above, approved the following:

1. An Amended and Restated Certificate of Incorporation for the registrant;

2. Amended and Restated Bylaws for the registrant; and

3. A stock combination (reverse stock split) of the registrant's issued and outstanding common stock on a 1-for-10.9532 basis, such stock combination to be effective upon the filing of the Amended and Restated Certificate of Incorporation.

Although unanimously approved by the stockholders in their written consent signed on February 12, 2014, the amendments and the related stock combination will not be effective until the expiration of the waiting period prescribed by SEC Rule 14c-2 and, in the case of the Amended and Restated Certificate of Incorporation and related stock combination, an appropriate filing with the Delaware Secretary of State. A description of the amendments to the registrant's Certificate of Incorporation and bylaws is below.

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Amended and Restated Certificate of Incorporation

The Amended and Restated Certificate of Incorporation:

sets forth more explicit indemnification rights for officers and directors of the registrant (which provisions are not contained in the existing Certificate of Incorporation); permits the Board of Directors to amend the bylaws of the registrant, subject, however, to the power of the stockholders to do the same (the existing Certificate of Incorporation contains no such provision); contains more explicit powers of the Board of Directors relating to the designation and issuance of preferred stock of the registrant (whereas the existing Certificate of Incorporation contains only general language respecting preferred stock as authorized share capital); permits the Board of Directors to fix the size of the Board of Directors (the existing Certificate of Incorporation contains no such provision); and will effect a stock combination (reverse stock split) of the registrant's issued and outstanding common stock on a 1-for-10.9532 basis.



Amended and Restated Bylaws

The Amended and Restated Bylaws:

provide that special meetings of stockholders may be called only by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer or (iii) the full Board of Directors; contain advance-notice provisions relating to the conduct of business at stockholder meetings, including the nomination by stockholders of persons to serve as directors of the registrant. set forth explicit rights, powers and manner of acting of the Board of Directors and officers; permit the Board of Directors to create committees; permit stockholders holding a majority of the voting shares of the registrant to take action through written consent; permit the Board of Directors to increase the size of the Board of Directors and to amend the bylaws, subject, however, to the power of the stockholders to do the same; and provide for the indemnification of directors and officers to the extent not prohibited by applicable law.



None of the above provisions are contained in the existing bylaws of the registrant. The foregoing descriptions are qualified in their entireties by reference to the approved, but not yet effective, Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. Copies of these documents are filed with this report as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by this reference.

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On February 14, 2014, the registrant formed a wholly owned subsidiary named "Cachet Financial Solutions, Inc.," in the State of Delaware. On the same day, the registrant caused that subsidiary to be merged with and into the registrant with the registrant surviving the "short-form merger." As a result of that short-form merger and as permitted by Delaware law, the registrant changed its legal name to "Cachet Financial Solutions, Inc." The short-form merger was undertaken solely to effect a change in the registrant's name.

As disclosed in the Original Report, the registrant's Board of Directors approved a change in the fiscal year of the registrant. The transition period for this change in fiscal year will accordingly be March 1, 2013 through December 31, 2013. The registrant expects to file the related transition report on Form 10-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit Description 3.3 Amended and Restated Certificate of Incorporation (filed herewith) * 3.4 Amended and Restated Bylaws (filed herewith) * 3.5 Certificate of Ownership filed with the State of Delaware on February 14, 2014 (filed herewith)



* As explained in Items 5.03 of this report, these documents have been unanimously approved by stockholders of the registrant but will not be filed with the State of Delaware until the expiration of the waiting period prescribed by Rule 14c-2.

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Source: Edgar Glimpses


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