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VTRO > SEC Filings for VTRO > Form 8-K on 9-Jun-2009All Recent SEC Filings

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Form 8-K for MIVA, INC.


9-Jun-2009

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements


Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

(a) Effective June 9, 2009, Vertro, Inc., formerly known as MIVA, Inc. (the "Company"), merged a newly formed, wholly owned subsidiary with and into the Company, and changed the Company's legal name to "Vertro, Inc." as a result thereof. Pursuant to Section 253 of the General Corporation Law of Delaware, such merger had the effect of amending the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to reflect the new legal name of the Company. Specifically, Article 1 of the Company's Certificate of Incorporation was deleted in its entirety and replaced with the following: "Article 1: The name of the corporation is Vertro, Inc." The name change does not affect the rights of the stockholders of the Company. There were no other changes to the Company's Certificate of Incorporation. A copy of the Certificate of Ownership merging MIVA Name Change, Inc. into MIVA, Inc., as filed with the Delaware Secretary of State and effective on June 9, 2009, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

The Company will begin trading on the NASDAQ Global Market under the ticker symbol "VTRO" on June 9, 2009. The new CUSIP number for Vertro, Inc. is 92535G 10 5.

On June 8, 2009, the Company issued a press release announcing the transaction described above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                Description

    3.1       Certificate of Ownership Merging MIVA Name Change, Inc. into
              MIVA, Inc., effective June 9, 2009, as filed with the Delaware
              Secretary of State.

   99.1       Press Release, dated June 8, 2008, entitled "MIVA, Inc. to Rebrand to
              Vertro, Inc."


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