Timios National Corporation (fka HOMS)

[srm4u]

http://www.hscapcorp.com/index.php


Item 5.07 Submission of Matters to a Vote of Security Holders.



(a) On June 13, 2012, the Board of Directors (the “Board”) of Homeland Security Capital Corporation (the “Company”), after careful consideration, unanimously deemed advisable and approved (i) a proposed amendment to the Company’s certificate of incorporation, as currently in effect (the “Certificate of Incorporation”) by way of an Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), to effectuate a reverse stock split of the Company’s issued and outstanding common stock, $0.001 par value per share (the “Common Stock”) at a ratio of five hundred-for-one (the “Reverse Stock Split”); (ii) a proposed amendment to the Company’s Certificate of Incorporation by way of the Amended and Restated Certificate of Incorporation to decrease the Company’s authorized capital stock from 2,010,000,000 shares to 55,000,000 shares, and to reclassify such authorized capital from 2,000,000,000 shares of Common Stock to 50,000,000 shares and from 10,000,000 shares of preferred stock to 5,000,000 shares (the “Change in Authorized Capital Stock”); and (iii) a proposed amendment to the Company’s Certificate of Incorporation by way of the Amended and Restated Certificate of Incorporation to change the name of the Company from “Homeland Security Capital Corporation” to “Timios National Corporation” (the “Name Change”), and recommended that the Company’s stockholders approve the Reverse Stock Split, Change in Authorized Capital Stock and the Name Change (collectively, the “Proposals”).



The Company’s authorized capital stock consists of 2,000,000,000 shares of Common Stock and 10,000,000 shares of preferred stock. Each share of Series H Convertible Preferred Stock, $0.01 par value per share (“Series H Preferred”) is convertible into 33,334 shares of Common Stock, and each share of Series F Convertible Preferred Stock, $0.01 par value per share (“Series F Preferred,” and with the Common Stock and Series H Preferred, the “Stockholders”) is convertible into one share of Common Stock. The holders of Common Stock, and the Series H Preferred, on an as converted basis, are entitled to one vote for each share of Common Stock, on the approval of each of the Reverse Stock Split, the Change in Authorized Capital Stock and the Name Change, provided, however, that the vote of YA Global Investments, L.P., as a holder of Series H Preferred and Common Stock, may not exceed 9.99% of the Company’s Common Stock, on an as-converted basis, that is being voted. The holders of shares of Series H Preferred are entitled to one vote for each share of Series H Preferred on matters submitted to a vote of the Series H Preferred as a separate class. The holders of shares of Series F Preferred are entitled to one vote for each share of Series F Preferred on matters submitted to a vote of the Series F Preferred as a separate class.



The holders of at least (i) a majority of the outstanding capital stock of the Company entitled to vote on the Reverse Stock Split, Change in Authorized Capital Stock and the Name Change, which was comprised of the Common Stock and the Series H Preferred, voting as a single class with the Common Stock on an as-converted basis, (ii) a majority of the outstanding Series F Preferred, voting as a single class, entitled to vote on the Change in Authorized Capital Stock, and (iii) 66% of Series H Preferred, voting as a separate class, entitled to vote on the Change in Authorized Capital Stock (collectively, the “Required Vote”), approved the Proposals by written consent, in lieu of a special meeting of the Stockholders, on June 15, 2012 (the “Record Date”) in accordance with the relevant sections of the Delaware General Corporation Law (the “DGCL”) and the Company’s Certificate of Incorporation and By-laws (together, the “Charter”).



On the Record Date, there were 51,588,591 shares of Common Stock outstanding (excluding treasury shares), 9,899 shares of Series H Preferred outstanding and 1,000,000 shares of Series F Preferred outstanding. On the Record Date, Stockholders holding (i) an aggregate of 40,107,721 shares of Common Stock, including the 9,899 shares of Series H Preferred, on an as-converted basis, or approximately 51% of the outstanding Common Stock and Series H Preferred, on an as-converted basis,


http://www.sec.gov/Archives/edgar/data/1006459/000110465912049602/a12-16636_18k.htm
http://www.sec.gov/cgi-bin/browse-edgar?CIK=0001006459&action=getcompany