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): May 21, 2009
EMTA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada 333-136583 41-2145746
(State or other jurisdiction
of incorporation) (Commission
File Number) (I.R.S. Employer
Identification No.)
7430 E. Butherus, Suite D, Scottsdale, AZ 85260
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 480-222-6222
Copies to:
Marc J. Ross, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
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:
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 5.03 Amendments to Article of Incorporation or Bylaws; Change in Fiscal Year.
On May 21, 2009, in order to better reflect our mission statement and product base the Board of Directors of EMTA Holdings, Inc. (the “Company”), consistent with the Bylaws and the provisions of Nevada Corporate Law, completed a merger with our wholly-owned subsidiary, Green Planet Group, Inc. As a result, we have changed our name from “EMTA Holdings, Inc.” to “Green Planet Group, Inc.” The Board of Directors voted unanimously to change our name from EMTA Holdings, Inc. to Green Planet Group, Inc. On May 22, 2009, the Company filed the Articles of Merger pursuant to NRS 92A.200 with the Secretary of State of Nevada. A copy of the Certificate of Merger is attached hereto as Exhibit 3.1. In conjunction with this merger the Boards of Directors of each company adopted an Agreement and Plan of Merger, attached hereto as Exhibit 3.2.
The ticker symbol for our Common Stock, which is listed on the NASDAQ Bulletin Board, is presently EMHD; however, we have made an application to FINRA to have a new symbol assigned to our Green Planet Group, Inc. Common Stock. In connection with the merger, the CUSIP number for the Common Stock is changing to: 393225 10 7.
Item 9.01 Financial Statements and Exhibits.
Exhibit Index
3.1 Articles of Merger dated May 22, 2009
3.2 Agreement and Plan of Merger dated May 21, 2009, by and between the Company and Green Planet Group, Inc.
2
--------------------------------------------------------------------------------
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 thereunto duly authorized.
Dated: June 1, 2009
EMTA HOLDINGS, INC.
By: /s/ Edmond L. Lonergan
--------------------------------------------------------------------------------
Edmond L. Lonergan
President / Chief Executive Officer
3
--------------------------------------------------------------------------------
Exhibit 3.1
( Seal) ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
Filed in the office of Document Number
/s/ Ross Miller 20090438709-32each
Ross Miller Filing Date and Time
Secretary of State 05/22/2009 10:15 AM
State of Nevada Entity Number
C19202-2004
Articles of Merger
( PURSUANT TO NRS 92A.200 )
Page 1
USE BLACK INK ONLY • DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
Articles of Merger
(Pursuant entity Chapter 92A - excluding 92A.200(4b))
1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box o and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity.
EMTA Holdings, Inc.
Name of merging entity
Nevada
Jurisdiction Entity type*
Green Planet Group, Inc,
Name of merging entity
Nevada
Jurisdiction Entity type*
Name of merging entity
Jurisdiction Entity type*
Name of merging entity
Jurisdiction Entity type*
and,
EMTA Holdings, Inc.
Name of surviving entity
Nevada Corporation
Jurisdiction Entity type*
* Corporation, non-profit co rporation, limited partnership, limited-liability company or business trust .
Filing Fee: $350.00
This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 1
Revlsed: 03-26-09
--------------------------------------------------------------------------------
( Seal) ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
Articles of Merger
( PURSUANT TO NRS 92A.200 )
Page 2
USE BLACK INK ONLY • DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1 90):
Attn:
c/o:
3) (Choose one)
x The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92;200).
o The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)
4) Owners approval (NRS 92A.200) (options a, b, or c must be used, as applicable, for each entity) (if there are more than four merging entities, check box o and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity):
(a) Owner's approval was not required from
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
Name of surviving entity, if applicable
This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 2
Revlsed: 03-26-09
--------------------------------------------------------------------------------
( Seal) ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
Articles of Merger
( PURSUANT TO NRS 92A.200 )
Page 3
USE BLACK INK ONLY • DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
( b) The plan was approved by the required consent of the owners of':
EMTA Holdings, Inc.
Name of merging entity, if applicable
Green Planet Group, Inc.
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable end, or,
EMTA Holdings, Inc.
Name of surviving entity, i f applicable
* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.
This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 3
Revlsed: 03-26-09
--------------------------------------------------------------------------------
( Seal) ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
Articles of Merger
( PURSUANT TO NRS 92A.200 )
Page 4
USE BLACK INK ONLY • DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
(c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation,
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
Name of surviving entity, if applicable
This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 4
Revlsed: 03-26-09
--------------------------------------------------------------------------------
( Seal) ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
Articles of Merger
( PURSUANT TO NRS 92A.200 )
Page 5
USE BLACK INK ONLY • DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:
Article I
The Name of the corporation shall be Green Planet Group, Inc.
6) Location of Plan of Merger (check a or b):
x (a) The entire plan of merger is attached:
or,
o (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).
7) Effective date (optional)**:
* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger, Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended end/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed,
** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 clays after the articles are filed (NRS 92A,240)
This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 5
Revlsed: 03-26-09
--------------------------------------------------------------------------------
( Seal) ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
Articles of Merger
( PURSUANT TO NRS 92A.200 )
Page 6
USE BLACK INK ONLY • DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
(if there are, more than four merging entitle, check box o and attach an 8 12" x 11" blank sheet containing the required information for each additional entity.):
EMTA Holdings, Inc.
Name of merging entity
/s/ Edmond L. Lonergan CEO 5/21/2009
Signature Title Date
Green Planet Group, Inc.
Name of merging entity
/s/ Edmond L. Lonergan CEO 5/21/2009
Signature Title Date
Name of merging entity
/s/ name
Signature Title Date
Name of merging entity
/s/ name
Signature Title Date
EMTA Holdings, Inc.
Name of surviving entity
/s/ Edmond L. Lonergan CEO 5/21/2009
Signature Title Date
* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A,230). Additional signature blocks may be added to this page or as an attachment, as needed.
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 6
Revlsed: 03-26-09
--------------------------------------------------------------------------------
Exhibit 3.2
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER, is made and entered into as of this 21st day of May, 2009, by and between EMTA Holdings, Inc., a Nevada corporation (“ EMTA ”), and Green Planet Group, Inc., a Nevada corporation and wholly-owned subsidiary of EMTA (“ Green Planet ”).
B A C K G R O U N D
WHEREAS, the respective Boards of Directors of EMTA and Green Planet deem it advisable and in the best interests of EMTA and Green Planet (each of which are sometimes referred to herein as the “ Constituent Corporations ”) that Green Planet merge with and into EMTA (the “ Merger ”), pursuant to this Agreement and Plan of Merger (the “ Plan of Merger ”) and the applicable provisions of the Nevada Revised Statutes (the “ NRS ”); and
WHEREAS, the approval of the shareholders of EMTA is not required pursuant to the NRS.
NOW THEREFORE, in consideration of the foregoing premises, and in reliance on the respective representations, warranties and covenants contained herein, and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Merger . The Constituent Corporations shall effect the Merger upon the terms and subject to the conditions set forth in this Plan of Merger.
(a) The Merger . At the Effective Time (as hereinafter defined), Green Planet shall be merged with and into EMTA pursuant to this Plan of Merger, the separate corporate existence of Green Planet shall cease and EMTA shall continue as the surviving corporation under the name Green Planet Group Inc., all upon the terms and subject to the conditions provided for in this Agreement and pursuant to the NRS. EMTA, as it exists from and after the Effective Time, is sometimes hereinafter referred to as the “ Surviving Corporation .”
(b) Effect of the Merger . The Merger shall have the effect provided therefor by the NRS. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time (i) all the rights, privileges, powers and franchises, of a public as well as of a private nature, and all property, real, personal and mixed, and all debts due on whatever account, including without limitation subscriptions to shares, and all other choses in action, and all and every other interest of or belonging to or due to EMTA or Green Planet shall be taken and deemed to be transferred to, and vested in, the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation, as they were of EMTA and Green Planet, and (ii) all debts, liabilities, duties and obligations of EMTA and Green Planet shall become the debts, liabilities, duties and obligations of the Surviving Corporation and the Surviving Corporation shall thenceforth be responsible and liable for all the
--------------------------------------------------------------------------------
debts, liabilities, duties and obligations of EMTA and Green Planet and neither the rights of creditors nor any liens upon the property of EMTA or Green Planet shall be impaired by the Merger, and may be enforced against the Surviving Corporation.
(c) Consummation of the Merger . Simultaneously with the execution of this Merger Agreement, Articles of Merger shall be filed with the Secretary of State of the State of Nevada in accordance with the provisions of the NRS and the Merger shall become effective upon such filing or at such later time on the date hereof as may be specified in the filing with the Secretary of State of the State of Nevada (the “ Effective Time ”). The Surviving Corporation, which shall continue to be governed by the laws of the State of Nevada, hereby agrees that it may be served with process in the State of Nevada in any proceeding for enforcement of any obligation of EMTA or Green Planet Group, as well as for enforcement of any obligation of the Surviving Corporation arising from the Merger.
2. Articles of Incorporation; By-laws; Directors and Officers . The Articles of Incorporation of EMTA from and after the Effective Time shall be the Articles of Incorporation of the Surviving Corporation, except that Article First relating to the name shall be struck and shall be substituted in lieu therefor by Green Planet Group, Inc. The By-laws of the Surviving Corporation from and after the Effective Time shall be the By-laws of EMTA. The initial directors of the Surviving Corporation shall be the directors of EMTA immediately prior to the Effective Time, in each case until their successors are elected and qualified, and the initial officers of the Surviving Corporation shall be the officers of EMTA immediately prior to the Effective Time, in each case until their successors are duly elected and qualified.
3. Conversion and Cancellation of Securities . At the Effective Time, all shares of Green Planet Common Stock issued and outstanding in the name of EMTA shall be cancelled and retired, and no payment shall be made with respect thereto, and such shares shall resume the status of authorized and unissued shares of EMTA Common Stock.
4. Termination . This Agreement may be terminated at any time on or before the Effective Time by agreement of the Boards of Directors of the Constituent Corporations.
5. Amendment . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.
6. Waiver . Any agreement on the part of a party hereto to any extension or waiver shall be valid if set forth in an instrument in writing signed on behalf of such party by a duly authorized officer.
7. Further Assurances . If at any time the Surviving Corporation, or its successors or assigns, shall reasonably consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable to (a) vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its rights, title or interest in, to or under any of the rights, properties or assets of the Constituent Corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger, or (b) otherwise carry out the purposes of this Agreement, each Constituent Corporation and its proper officers and directors shall be deemed to
2
--------------------------------------------------------------------------------
have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation are fully authorized in the name of each Constituent Corporation or otherwise to take any and all such action.
[Signature page follows]
3
--------------------------------------------------------------------------------
IN WITNESS WHEREOF, the parties have executed this Agreement and Plan of Merger as of the date first above written.
EMTA Holdings, Inc.
a Nevada corporation
By /s/ Edmond L. Lonergan
--------------------------------------------------------------------------------
Name: Edmond L. Lonergan
Title: Chief Executive Officer
Green Planet Group, Inc.
a Nevada corporation
By /s/ Edmond L. Lonergan
--------------------------------------------------------------------------------
Name: Edmond L. Lonergan
Title: Chief Executive Officer
