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): July 20, 2007
PLAYERS
NETWORK
(Exact
name of registrant as specified in charter)
|
Nevada
(State
or other jurisdiction
of
incorporation)
|
|
000-29363
(Commission
file number)
|
|
88-0343702
(I.R.S.
Employer
Identification
Number)
|
|
4260
Polaris Avenue
Las
Vegas,
Nevada 89103
(Address
of principal executive offices)(Zip
Code)
|
Registrant’s
telephone number, including area code: (702)
895-8884
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
3.03 Material Modification to Rights of Security
Holders.
Effective
July 24, 2007, the Company designated 2,000,000 shares of its blank check
preferred stock as “Series A Preferred Stock” by filing a Certificate of
Designation with the Secretary of State of Nevada establishing the existence
of
the Series A Preferred Stock.
Each
share of Series A Preferred Stock is (i) convertible, at the option of the
holder, into one share of common stock (subject to stock dividends, stock splits
and the like) of the Company, (ii) automatically converts into common stock
of
the Company upon any sale, pledge, conveyance, hypothecation assignment or
other
transfer of such share, and (iii) has voting rights equal to 25 shares of common
stock (subject to stock dividend, stock splits and the like).
The
rights of holders of common stock of the Company could be materially limited
upon the issuance of shares of Series A Preferred Stock because the designated
2,000,000 shares of Series A Preferred Stock have aggregate voting power equal
to 50,000,000 shares of common stock of the Company. The Company is authorized
in its Articles of Incorporation, as amended, to issue up to 150,000,000 shares
of common stock. The effect of the creation of the Series A Preferred Stock
is
that the future holders of Series A Preferred Stock could have voting power
greater than the aggregate voting power of the holders of shares of common
stock
of the Company, therefore could have the ability to control the outcome of
all
matters requiring stockholder approval.
The
Certificate of Designation is attached hereto as Exhibit 4.1 and incorporated
into this Item 3.03 by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
Effective
July 24, 2007, the board of directors of the Company granted stock bonuses
of
250,000 shares of the Company’s Series A Preferred Stock to each of Mr. Mark
Bradley, the Company’s Chief Executive Officer and Director and Mr. Michael
Berk, the Company’s President of Programming and Director.
Item
9.01 Financial Statements and Exhibits
|
Exhibit
No.
|
Description
|
| |
|
|
4.1
|
Players
Network Certificate of Designation of Series A Preferred Stock
|
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 hereunto
duly authorized.
| Dated:
July
25, 2007 |
|
|
| |
PLAYERS
NETWORK
|
|
|
|
| |
By: |
/s/
Mark Bradley
|
| |
Mark
Bradley |
| |
Chief
Executive Officer
|
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
| |
|
|
4.1
|
Players
Network Certificate of Designation of Series A Preferred Stock
|