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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)-- FEBRUARY 9, 2000
NUWAVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-28606 22-3387630
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
ONE PASSAIC AVENUE, FAIRFIELD, NEW JERSEY 07004
(Address of principal executive offices, including Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE-- (973) 882-8810
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On February 9, 2000, NUWAVE Technologies, Inc., a Delaware
corporation ("NUWAVE"), held a special meeting of stockholders at
which two proposals were approved. The proposals were (1) approval of
the issuance of NUWAVE's securities in a private placement to comply
with a Nasdaq Stock Market corporate governance rule, and (2) approval
of an amendment to NUWAVE's Certificate of Incorporation to increase
the authorized number of shares of NUWAVE's Common Stock to 40 million
shares. Pursuant to the approval of the amendment of NUWAVE's
Certificate of Incorporation, a certificate of amendment thereto was
prepared and filed with the Secretary of State of Delaware on February
9, 2000.
A copy of the Certificate of Amendment to the Certificate of
Incorporation is attached hereto as Exhibit 3.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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3.1 Certificate of Amendment to Certificate of
Incorporation, as filed with the Secretary of
State of Delaware on February 9, 2000.
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SIGNATURE
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 thereunto duly authorized.
NUWAVE TECHNOLOGIES, INC.
By: /s/ Jeremiah F. O'Brien
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Name: Jeremiah F. O'Brien
Title: Chief Financial Officer
and Corporate Secretary
Dated: February 22, 2000
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EXHIBIT INDEX
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Exhibit Number Description of Exhibit
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3.1 Certificate of Amendment to Certificate of Incorporation of
NUWAVE Technologies, Inc., as filed with the Secretary of
State of Delaware on February 9, 2000.
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
NUWAVE TECHNOLOGIES, INC.
(Pursuant to Section 242 of the
General Corporation Law of Delaware)
* * * *
NUWAVE TECHNOLOGIES, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: The Board of Directors of the Corporation, by the unanimous
written consent of all members thereof in lieu of a special meeting, pursuant to
Section 141(f) of the General Corporation Law of the State of Delaware, duly
adopted resolutions setting forth a proposed amendment (the "Amendment") to the
Certificate of Incorporation of the Corporation, declaring the Amendment to be
advisable and calling for the submission of the Amendment to the stockholders of
the Corporation at a special meeting of stockholders held upon notice in
accordance with Section 222 of the General Corporation Law of the State of
Delaware, and stating that the Amendment will be effective only after adoption
thereof by the affirmative vote of a majority of the issued and outstanding
shares of voting Common Stock of the Corporation.
SECOND: Thereafter, pursuant to a resolution of the Board of Directors
of the Corporation, the Amendment was submitted to the holders of the issued and
outstanding shares of Common Stock of the Corporation at the Special Meeting of
Stockholders of the Corporation held on February 9, 2000, and a majority of the
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stockholders voted in favor of the adoption of the following resolution to amend
the Certificate of Incorporation of the Corporation:
RESOLVED, that Article FOURTH, Section 1 of the Certificate
of Incorporation of this Corporation shall be amended to read in its
entirety as follows:
"Authorized Capital. The total number of shares of all
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classes of capital stock which the Corporation has authority to issue
shall be 42,000,000 shares, par value $.01 per share, consisting of:
(i) 40,000,000 shares of Common Stock par value $.01 per share (the
"Common Stock") and (ii) 2,000,000 shares of Preferred Stock, par
value $.01 per share (the "Preferred Stock")."
THIRD: The Amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the undersigned has caused this Certificate to be
signed by Gerald Zarin, its Chairman, this 9th day of February, 2000.
NUWAVE TECHNOLOGIES, INC.
By: /s/ Gerald Zarin
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Gerald Zarin, Chairman
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