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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) July 18, 1997
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BRISTOL RETAIL SOLUTIONS, INC.
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(Exact name of Registrant as specified in charter)
DELAWARE 0-21633 58-2235556
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
5000 BIRCH STREET, SUITE 205, NEWPORT BEACH, CALIFORNIA 92660
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 475-0800
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BRISTOL TECHNOLOGY SYSTEMS, INC.
18201 VON KARMAN, SUITE 305, IRVINE, CALIFORNIA
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(Former name or former address, if changed, since last report.)
Page 1 of 6 Pages
Exhibit Index is on Page 4
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ITEM 5. OTHER EVENTS.
On July 18, 1997, Bristol Technology Systems, Inc., a Delaware
corporation (the "Company"), filed with the Delaware Secretary of State a
Certificate of Amendment to the Company's Certificate of Incorporation changing
the Company's name from "Bristol Technology Systems, Inc." to "Bristol Retail
Solutions, Inc." The Certificate of Amendment to the Company's Certificate of
Incorporation was approved by the stockholders of the Company at its 1997 Annual
Meeting of Stockholders held on May 20, 1997. The Board of Directors of the
Company proposed the name change to its stockholders because the Board of
Directors believes that the name change will preserve the name recognition of
"Bristol," while better reflecting the Company's business of retail automation
systems. A copy of the Certificate of Amendment is attached hereto as Exhibit
3.1. In connection with this name change the Company changed its NASDAQ SmallCap
market symbols to BRTL for the Common Stock and BRTLW for the Class A Redeemable
Common Stock Purchase Warrants.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Listed below are the financial statements, pro forma financial
information and exhibits, if any filed as part of this report.
Exhibit
Number Description
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3.1 Certificate of Amendment of Certificate of Incorporation as
filed with the Delaware Secretary of State on July 18, 1997
2
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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 thereunto duly authorized.
BRISTOL TECHNOLOGY SYSTEMS, INC.
By: /s/ ROGER MONACO
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Date: July 18, 1997 Roger Monaco
Senior Vice President,
Chief Financial Officer
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EXHIBIT INDEX
The following exhibits are attached hereto and incorporated herein by
reference:
Listed below are the financial statements, pro forma financial
information and exhibits, if any filed as part of this report.
Exhibit Sequentially
Number Description Numbered Page
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3.1 Certificate of Amendment of Certificate of 5
Incorporation as filed with the Delaware
Secretary of State on July 18, 1997
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CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
BRISTOL TECHNOLOGY SYSTEMS, INC.,
A DELAWARE CORPORATION
BRISTOL TECHNOLOGY SYSTEMS, INC., a Delaware corporation organized and
existing under and by virtue of the Delaware General Corporation Law
(hereinafter referred to as the "Corporation"), hereby certifies as follows:
1. That at a meeting of the Board of Directors of the Corporation
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of the Corporation, declaring said amendment to be
advisable and directing said amendment to be submitted to the stockholders of
the Corporation at its Annual Meeting. The resolution setting forth the proposed
amendment is as follows:
"RESOLVED, that the Certificate of Incorporation be amended by
changing Article I thereof so that, as amended, Article I shall read in
its entirety as follows:
"ARTICLE I
The name of the corporation is BRISTOL RETAIL SOLUTIONS, INC.
(hereinafter called the Corporation )."
2. That thereafter, pursuant to resolution of the Board of Directors,
the Annual Meeting of the stockholders of the Corporation was duly called and
held, upon notice in accordance with Section 222 of the Delaware General
Corporation Law, at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.
3. That said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law of the State
of Delaware.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed by Richard D. Walker, its President, and attested to by
Paul Spindler, its Secretary, this 30th day of June, 1997.
BRISTOL TECHNOLOGY SYSTEMS, INC.,
a Delaware corporation
By: /s/ ROGER MONACO
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Roger Monaco
Senior Vice President
Chief Financial Officer
ATTEST:
/s/ PAUL SPINDLER
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Paul Spindler, Secretary
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