YP Corp 8-K 10-13-2005
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) is October 13, 2005
YP
CORP.
(Exact
name of registrant as specified in its charter)
Nevada
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000-24217
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85-0206668
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(State
or other jurisdiction of incorporation or jurisdiction)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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4840
E. Jasmine Street, Suite 105, Mesa, Arizona
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85205
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(Address
of principal executive office)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (480) 654-9646
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01.
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Entry
Into a Material Definitive
Agreement.
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Item
1.02.
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Termination
of a Material Definitive
Agreement.
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On
October 11, 2005, YP Corp., a Nevada corporation, entered into Amendment No.
2,
dated as of October 13, 2005, to the Rights Agreement (the “Rights Agreement”),
dated as of May 6, 2004, between the Company and Registrar and Transfer Company,
as rights agent, accelerating the final expiration date of the outstanding
rights to purchase shares of the Company's Series A Junior
Participating Preferred Stock (the “Rights”) from April 26, 2014 to October 13,
2005. As a result of this amendment, the Company’s outstanding Rights expired at
the close of business on October 13, 2005 and the shareholder rights plan
pursuant to which the Rights had been issued is of no further force or effect.
A
copy of the amendment to the Rights Agreement is attached as Exhibit
10 to this Current Report.
Item
3.03.
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Material
Modifications to Rights of Security
Holders.
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As
a
result of the amendment of the Rights Agreement described in Item 1.01 above,
the Company’s outstanding Rights expired at the close of business on October 13,
2005 and the shareholder rights plan pursuant to which the Rights had been
issued is of no further force or effect.
Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit
No.
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Item
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Amendment
No. 2 to Shareholder Rights
Agreement
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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.
Date:
October 13, 2005
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YP
CORP.
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/s/
Peter Bergmann
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Peter
Bergmann, Chairman and Chief Executive
Officer
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