UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: September 10, 2004
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(Date of earliest event reported)
FORCE PROTECTION, INC.
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(Exact name of Registrant as specified in its charter)
Colorado 000-22273 84-1383888
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(State or other jurisdiction (Commission File Number) (IRS Employer of
incorporation) Identification
No.)
9801 Highway 78, #3, Ladson, SC 29456
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(Address of principal executive offices) (Zip Code)
(843) 740-7015
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(Registrant's telephone number)
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 (see General Instruction A.2. below):
[ ] 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 3.03 Material Modification to Rights of Security Holders.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 10, 2004, our Board of Directors approved a Restated Articles of
Incorporation to consolidate prior Amendments to the Articles of Incorporation.
On September 14, 2004, our Board of Directors approved a resolution adopting an
Amended and Restated Certificate of Designation for Series B Convertible
Preferred Stock and an Amended and Restated Certificate of Designation for
Series C Convertible Preferred Stock.
The Amended and Restated Certificate of Designation for Series B Convertible
Preferred Stock increased from 10 to 25 of the number of Series B Convertible
Preferred Stock authorized and issuable. The holders' option to voluntarily
convert the Series B Convertible Preferred Stock into Common Stock was locked up
until after December 27, 2005. The conversion date to automatically convert the
Series B Convertible Preferred Stock into Common Stock was extended to December
27, 2006.
The Amended and Restated Certificate of Designation for Series C Convertible
Preferred Stock added an option for the holders to convert their Series C
Convertible Preferred Stock into Series B Convertible Preferred Stock prior to
September 30, 2004, at a rate of 10 shares of Series C Convertible Preferred
Stock for 1 share of Series B Convertible Preferred Stock. The holders' option
to voluntarily convert the Series C Convertible Preferred Stock into Common
Stock was locked up until after December 27, 2005. A conversion date to
automatically convert the Series C Convertible Preferred Stock into Common Stock
was added, with the conversion date of December 27, 2006.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
3.1 Restated Articles of Incorporation, dated September 10, 2004.
4.1 Amended and Restated Certificate of Designation for Series B Convertible
Preferred Stock, dated September 14, 2004.
4.2 Amended and Restated Certificate of Designation for Series C Convertible
Preferred Stock, dated September 14, 2004.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Force Protection, Inc.
Registrant
Date: September 17, 2004 By: /s/ Michael Watts
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Michael Watts
Chief Executive Officer