<PAGE>
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) October 20, 1997
----------------------
CARING PRODUCTS INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 33-96882-LA 98-0134875
- ------------------- ------------------ --------------------
(State or Other (Commission (IRS Employer
Jurisdiction of File No.) Identification No.)
Incorporation)
200 First Avenue West, Suite 200, Seattle, Washington 98119
- ----------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (206) 282-6040
-------------------
N/A
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS.
On October 20, 1997, a one-for-four reverse stock split of the
issued and outstanding shares of the Registrant's common stock, par value
$0.01 per share (the "Common Stock") was effected, pursuant to which each
four (4) shares of Common Stock outstanding on October 20, 1997 was deemed to
be one (1) share of Common Stock of the Registrant, par value $0.01 per share.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
3.1 - Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant.
2
<PAGE>
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.
CARING PRODUCTS INTERNATIONAL, INC.
By: /s/ Steven A. Saide
--------------------------------
Steven A. Saide
Secretary
Date: October 23, 1997
3
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
-------------- ------------------------------------------------------
3.1 Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant.
4
<PAGE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
CARING PRODUCTS INTERNATIONAL, INC.
Caring Products International, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by
unanimous written consent of its members, filed with the minutes of
the Board, adopted a resolution proposing and declaring advisable the
following amendment to the Restated Certificate of Incorporation of
said corporation:
Resolved, that the Corporation's Restated
Certificate of Incorporation, as heretofore amended, be
amended by changing Article Fourth thereof so that, as
amended, said paragraph shall be read in its entirety as
follows:
"The total number of shares of stock which the Corporation
shall have authority to issue shall be 76,000,000 shares of
capital stock, of which 1,000,000 shares shall be
classified as Preferred Stock, par value $0.01 per share,
and 75,000,000 shares shall be classified as Common Stock,
par value $0.01 per share. Each four shares of Common
Stock outstanding on October 20, 1997 shall be deemed to be
one share of Common Stock of the Corporation, par value
$0.01 per share."
SECOND: That in lieu of a meeting and vote of stockholders,
the stockholders holding a majority of the outstanding shares of
stock entitled to vote on the amendment have given written consent,
and written notice of the adoption of the amendment will be given as
provided in Section 228 of the General Corporation Law of the State
of Delaware to every stockholder who has not consented to such action
in writing and is entitled to such notice.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.
3
<PAGE>
IN WITNESS WHEREOF, Caring Products International, Inc. has caused
this certificate to be signed by William H. Atkinson, its Chairman of the
Board of Directors and attested by Steven A. Saide, its Secretary this 20th
day of October, 1997.
By: /s/ William H. Atkinson
-----------------------
William H. Atkinson,
Chairman of the Board
ATTEST:
By: /s/ Steven A. Saide
-------------------
Steven A. Saide,
Secretary
4
