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):
MARCH 5, 2008
COLLEGE TONIGHT, INC.
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(Exact Name of Registrant as specified in charter)
Delaware 0-26599 58-2465647
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6380 Wilshire Boulevard, Suite 1020, Los Angeles, California 90048
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 323/ 966-5830
Simex Technologies, Inc.,
4545 Wieuca Road, Building 2, Atlanta, GA 30342
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(Former name or former address, if changed since last report.)
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:
(__) Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
(__) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
(__) Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
(__) Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
Effective March 5, 2008, the Company amended its certificate of incorporation.
The amendments included: (i) the change in the name of the Company from Simex
Technologies, Inc. to College Tonight, Inc.; (ii) a one-for-four stock split of
the Company's common stock; and (iii) a change in the authorized capital of the
Company to 100,000,000 shares of common stock, par value $0.001, and 5,000,000
shares of Preferred Stock, par value $0.001. The amended certificate of
incorporation is attached as Exhibit 3.1 hereto.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
3.1 Certificate of Amendment to Certificate of Incorporation.
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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.
COLLEGE TONIGHT, INC.
(FORMERLY KNOWN AS SIMEX TECHNOLOGIES, INC.)
By: /s/ Zachary R. Suchin
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Zachary R. Suchin, President and CEO
Date: March 10, 2008
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EXHIBIT INDEX
3.1 Certificate of Amendment to Certificate of Incorporation.
EXHIBIT 3.1
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State of Delaware
Secretary of State
Division or Corporations
Delivered 06:33 PM 03/05/2008
SRV 080287525 - 3024766 FILE
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION
Simex Technologies, Inc., a corporation organized and existing under and by
virtue of the laws of the State of Delaware, does hereby certify:
FIRST: The name of the corporation is Simex Technologies, Inc.
SECOND: The Board of Directors of Simex Technologies, Inc. approved and
adopted by written consent resolutions to amend the Certificate of Incorporation
of said corporation on December 14, 2007. The resolutions setting forth the
proposed amendments are as follows:
RESOLVED, that the Board of Directors hereby declares it advisable and in
the best interests of the Corporation that its Certificate of Incorporation be
amended as follows:
1) That Article I of the Certificate of Incorporation be amended and
restated to read in its entirety as follows: "Name: The name of the corporation
is College Tonight, Inc."
2) That the first paragraph of Article IV, Section 4.01, of the
Certificate of Incorporation be amended and restated to read in its entirety as
follows:
"The Corporation shall have authority to issue two classes of shares to be
designated respectively, "Common Stock" and "Preferred Stock.' The total number
of shares which the Corporation is authorized to issue is One Hundred and Five
Million (105,000,000) shares of which One Hundred Million (100,000,000) shall be
Common Stock and Five Million (5,000,000) shall be Preferred Stock. Each share
of Common Stock shall have a par value of One Thousandth of One Cent ($0.001),
and each share of Preferred Stock shall have a par value of One Thousandth of
One Cent ($0.001)."
2) That the following paragraph shall be added at the end of Article IV,
Section 4.01:
"Effective as of the filing date of this Certificate of Amendment, each
four shares of the issued and outstanding Common Stock, $0.001 par value, of the
Corporation shall be reverse split into one (1) share of Common Stock of the
Corporation. This reverse split shall affect only issued and outstanding shares.
Each record and beneficial holder who would receive a fractional share as a
result of the reverse stock split shall receive, if they hold a fractional share
equal to one-half or more, a full share of Common Stock, and if they hold a
fractional share equal to less than one-half of a share of Common Stock, then
that fractional share will be cancelled."
THIRD: The foregoing amendments were consented to and authorized by the holders
of a majority of the issued and outstanding stock entitled to vote on December
14, 2007, by written consent given in accordance with the provisions of Section
228(a) of the Delaware General Corporation Law.
IN WITNESS WHEREOF, said Simex Technologies, Inc. has caused this Certificate
of Amendment to be signed by Zachary Suchin, the corporation's chief executive
officer, this 3rd day of March 2008.
/s/ Zachary Suchin
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Zachary Suchin, Chief Executive Officer
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