VSOURCE INC
8-K, 2000-11-14
BUSINESS SERVICES, NEC
Previous: SILICON IMAGE INC, 10-Q, EX-27.1, 2000-11-14
Next: VSOURCE INC, 8-K, EX-3.1, 2000-11-14



                       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.
                                  -------------
             (Exact name of registrant as specified in its charter)



         Delaware                000-30326                77-0557617
         --------                ----------               ----------
  (State of incorporation)      (Commission            (I.R.S. Employer
                                File Number)        Identification Number)


           5740 Ralston Street, Suite 110, Ventura, California  93003
           ----------------------------------------------------------
                    (Address of principal executive offices)


       Registrant's telephone number, including area code:  (805) 677-6720
       -------------------------------------------------------------------


<PAGE>
Item  5.     OTHER  EVENTS

     Nasdaq  Listing
     ---------------

     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
     -----------------------------

     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."


                                      -2-
<PAGE>
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
          -----------     -----------

          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


                                      -3-
<PAGE>
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
                                   --------------------------
                                   Robert  C.  McShirley
                                   President,  Chief  Executive  Officer
                                   and  Chairman  of  the  Board


                                      -4-
<PAGE>
                                EXHIBIT INDEX


          Exhibit
          No.      Description
          -------  -----------

          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


                                      -5-
<PAGE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission