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): November 13, 2006
DIGITAL DESCRIPTOR SYSTEMS, INC.
(Exact name of registrant as specified in charter)
DELAWARE 000-26604 23-2770048
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2150 HIGHWAY 35, SEA GIRT, NJ 08750
(Address of principal executive offices) (Zip Code)
(954) 603-0520
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Copies to:
Greg Sichenzia, Esq.
Louis A. Brilleman, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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 Instructions 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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
Effective November 13, 2006, Digital Descriptor Systems, Inc. (the "Company")
granted to each of Anthony Shupin, its President and Chief Executive Officer and
Michael Pellegrino, its Chief Financial Officer, 10,000 shares of newly created
Series A Preferred Stock ("A Preferred") as recognition for services.
The shares vest in five equal monthly installments commencing November 1, 2007.
Each share of A Preferred is convertible into 240,000 shares of common stock of
the Company starting three years from the date of issuance, provided that the
closing bid price of the Company's common stock is then $2.00 per share. The
shares of A Preferred may be voted with the Company's common stock on an as
converted basis on any matters that the common stock is entitled to vote on as a
class.
Unconverted shares of A Preferred will automatically cease to exist, and all
rights associated therewith will be terminated upon the earlier of (i) that
person's termination of employment with the Company for any reason, or (ii) five
years from the date of issuance.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On November 13, 2006, the Company filed with the Secretary of State of Delaware
a Certificate of Designation of Preferences, Rights and Limitations of Series A
Preferred Stock.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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3 Certificate of Designation of Preferences, Rights and
Limitations 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: November 13, 2006
DIGITAL DESCRIPTOR SYSTEMS, INC.
/s/ Anthony Shupin
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President and Chief Executive Officer