SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT |
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Item 5.03 |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
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Pursuant to a Certificate of Amendment (the Amendment) to our Certificate of |
Incorporation filed with the Secretary of State of the State of New York on December 28, 2007, |
we effected a change in our corporate name to Pervasip Corp.. The proposal for the |
Amendment was previously disclosed in a Definitive Schedule 14A Proxy Statement pursuant to |
Section 14(a) of the Securities Exchange Act of 1934, filed with the Securities and Exchange |
Commission on May 15, 2007. The name change was approved at our annual meeting of |
shareholders held on June 7, 2007. A copy of the Amendment is attached hereto as Exhibit 3.1 |
and incorporated herein by reference. |
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SECTION 8 OTHER EVENTS |
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Item 8.01 |
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Other Events. |
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On January 4, 2008, we issued a press release announcing (i) the filing of the |
Amendment and the changes effected thereby, (ii) that the CUSIP number for our common stock |
has been changed to 715709 101and (iii) that we plan to change the ticker symbol under which |
our common stock trades on NASDAQs Over-the-Counter Bulletin Board. A copy of the |
press release is attached hereto as Exhibit 99.1. |
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SECTION 9 FINANCIAL STATEMENT AND EXHIBITS |
EXHIBIT 3.1 |
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CERTIFICATE OF AMENDMENT |
TO THE |
CERTIFICATE OF INCORPORATION |
OF |
eLEC COMMUNICATIONS CORP. |
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Pursuant to Section 805 of the |
Business Corporation Law |
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The undersigned, being the President and Secretary, respectively, of eLEC |
Communications Corp., a New York corporation (the Corporation) hereby certifies and sets |
forth as follows: |
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1. |
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The name of the Corporation as of the date of this Certificate of Amendment is |
eLEC Communications Corp. The Corporation was incorporated under the name "Sirco |
Products Co. Inc." and the Certificate of Incorporation of the Corporation was filed with the |
Department of State of the State of New York on July 22, 1964. |
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2. |
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The Corporation hereby amends its Certificate of Incorporation as follows in |
order to amend the name of the Corporation: |
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Article First of the Corporations Certificate of Incorporation is deleted in its entirety and |
replaced with the following: |
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First: The name of the corporation is Pervasip Corp. |
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3. |
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The amendment effected herein was authorized and adopted by a vote of the |
board at a meeting of the board of directors of the Corporation held on March 30, 2007 followed |
by a vote of a majority of all outstanding shares entitled to vote thereon at the annual meeting of |
the shareholders of the Corporation held on June 7, 2007, pursuant to Sections 801, 803 and 805 |
of the Business Corporation Law of the State of New York. |
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IN WITNESS WHEREOF, the undersigned, President and Secretary of the Corporation, |
have each executed this Amendment on December 27, 2007, and each affirms that the statements |
contained herein are affirmed as true under penalties of perjury. |
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eLEC COMMUNICATIONS CORP. |
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/s/Paul H. Riss |
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Paul H. Riss |
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Chief Executive Officer |
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/s/Eric M. Hellige |
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Eric M. Hellige |
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Secretary |
EXHIBIT 99.1 |
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eLEC Communications Corp. Changes Name to Pervasip Corp. |
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WHITE PLAINS, N.Y., January 4, 2008 -- eLEC Communications Corp. (OTCBB:ELEC) today |
announced that it has filed a Certificate of Amendment to its Certificate of Incorporation |
changing its name to Pervasip Corp., effective as of December 28, 2007. The CUSIP number for |
the Companys common stock has been changed to 715709 101 and the Company plans to |
change the ticker symbol under which its common stock trades on NASDAQs Over-the- |
Counter Bulletin Board. |
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About The Company |
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The Company, headquartered in White Plains, N.Y., is taking advantage of the convergence of |
the technological and regulatory developments in the Internet and telecommunications markets. |
Pervasip provides an integrated suite of IP-based communications services and, through its |
wholly-owned subsidiary VoX Communications, offers wholesale broadband voice, origination |
and termination services for cable operators, carriers, ISPs, CLECs, resellers and other wireless |
and wireline operators, as well as enhanced VoIP telephone service to the small business and |
residential marketplace. |
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For more information, visit www.voxcorp.net and www.pervasip.com. |
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Forward Looking Statement |
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This press release contains statements (such as projections regarding future performance) that are |
forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. |
Actual results may differ materially from those projected as a result of certain risks and |
uncertainties, including but not limited to those detailed from time to time in the Companys |
filings with the Securities and Exchange Commission. |
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For more information, please contact: |
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Paul H Riss |
Pervasip Corp. |
914-682-0214 |
phriss@pervasip.com |