SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): October 30, 2000
VSOURCE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-30326 77-0557617
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(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification Number)
5740 Ralston Street, Suite 110, Ventura, California 93003
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(Address of principal executive offices)
Registrant's telephone number, including area code: (805) 677-6720
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Item 5. OTHER EVENTS
Nasdaq Listing
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On October 30, 2000, the Common Stock, $0.01 par value per share, of
Vsource, Inc., a Nevada corporation (the "Company"), began trading on the NASDAQ
National Market system under the ticker symbol "VSRC." The Company's Common
Stock had previously been trading on the OTC Bulletin Board under the ticker
symbol "VSRC.OB."
Reincorporation in Delaware
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On November 8, 2000, Vsource, Inc., a Nevada corporation ("Vsource
Nevada"), reincorporated in the State of Delaware by means of a merger of
Vsource Nevada with and into its wholly-owned subsidiary ("Vsource Delaware").
Upon completion of the merger, Vsource Nevada, as a corporate entity, ceased to
exist and Vsource Delaware continued to operate the business under its current
name "Vsource, Inc."
Pursuant to the Agreement and Plan of Merger, each outstanding share of
Common Stock of Vsource Nevada, par value $0.01 per share, was automatically
converted into one share of Vsource Delaware Common Stock, par value $0.01 per
share, each outstanding share of Series 1-A Convertible Preferred Stock of
Vsource Nevada, par value $0.01 per share, was automatically converted into one
share of Series 1-A Preferred Stock, par value $0.01 per share, of Vsource
Delaware, and each outstanding share of Series 2-A Convertible Preferred Stock
of Vsource Nevada, par value $0.01 per share, was automatically converted into
one share of Series 2-A Convertible Preferred Stock of Vsource Delaware, par
value $0.01 per share.
The Common Stock of Vsource Delaware continues to be traded on the NASDAQ
National Market system under the same symbol "VSRC."
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements and exhibits are filed as part of this
report:
(c) Exhibits in accordance with Item 601 of Regulation S-K:
Exhibit No. Description
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3.1 Certificate of Incorporation of Vsource, Inc.
3.2 Bylaws of Vsource, Inc.
4.1 Certificate of Designation of Series 2-A Preferred of
Vsource, Inc.
4.2 Certificate of Merger of Vsource, Inc.
99.1 Press Release issued October 25, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
VSOURCE, INC.
Date: November 13, 2000 By: /s/ Robert C. McShirley
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Robert C. McShirley
President, Chief Executive Officer
and Chairman of the Board
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EXHIBIT INDEX
Exhibit
No. Description
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3.1 Certificate of Incorporation of Vsource, Inc.
3.2 Bylaws of Vsource, Inc.
4.1 Certificate of Designation of Series 2-A Preferred of
Vsource, Inc.
4.2 Certificate of Merger of Vsource, Inc.
99.1 Press Release issued October 25, 2000
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