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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10/A
Amendment No. 7
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
INFORMATION ARCHITECTS CORPORATION
(Name of Registrant as specified in its charter)
(fka ALYDAAR SOFTWARE CORPORATION)
North Carolina 87-0399301
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4604 Colony Road, Charlotte, NC 28211
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 704/365-2324
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of exchange on which
to be so registered each class is to be registered
None None
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $0.001 per share
(Title of Class)
Page 1 of 4 sequentially numbered pages
Exhibit Index on Page 4
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ITEM 1 - BUSINESS.
Information Architects Corporation was formed in 1982 as a Utah corporation
named Enertronix Corporation. In 1992, the Company changed its name to Alydaar
Software Corporation, and in 1994, the corporate domicile was changed from Utah
to North Carolina. On June 16, 1999, the Company changed its name to Information
Architects Corporation.
ITEM 11 - DESCRIPTION OF SECURITIES.
The following statements with respect to the Company's securities are not
complete and are qualified in all respects by the provisions of the Company's
Articles of Incorporation, as amended, and Bylaws. The authorized capital stock
of the Company consists of 50,000,000 shares of Common Stock $.001 par value and
1,000,000 shares of Preferred Stock $.001 par value. As of March 31, 1999,
17,541,644 shares of Common Stock and 0 shares of Preferred Stock were
outstanding.
Holders of Common Stock are entitled to one vote per share and to receive
dividends when and as declared by the Board of Directors and share ratably in
the assets of the Company legally available for distribution in the event of the
liquidation, dissolution or winding up of the Company, after the payment of all
debts and other liabilities of the Company and any liquidation preference on any
shares of Common Stock. The stockholders have no conversion, preemptive or other
subscription rights. Shares of authorized and unissued Common Stock are issuable
by the Board of Directors without any further stockholder approval.
The rights and privileges of the holders of the Preferred Stock will be
determined by the resolution of the Board of Directors, including the right to
vote, liquidation preference, series, convertibility, dividend (whether
cumulative or non-cumulative), and the redemption provisions.
ITEM 15 - FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
None
(b) Exhibit Index
Exhibit Description
3.1(A)* ARTICLES OF INCORPORATION OF DAAR, INC.
3.1(B)* ARTICLES OF MERGER OF ALYDAAR
SOFTWARE CORPORATION INTO DAAR, INC.
3.1(C)* PLAN OF MERGER
3.2* AMENDED AND RESTATED BYLAWS OF ALYDAAR
SOFTWARE CORPORATION
3.3 ARTICLES OF AMENDMENT TO THE ARTICLES OF
INCORPORATION OF ALYDAAR SOFTWARE
CORPORATION
* Previously filed.
2
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Amendment No. 7 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: July 1, 1999
INFORMATION ARCHITECTS CORPORATION
By: /s/ J. Dain Dulaney, Jr.
-------------------------
Name: J. Dain Dulaney, Jr.
Title: Secretary
3
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EXHIBIT INDEX
Exhibit Description Sequential Page
3.1(a)* Articles of Incorporation of
Daar, Inc.
3.1(b)* Articles of Merger of Alydaar
Software Corporation into
Daar, Inc.
3.1(c)* Plan of Merger
3.2* Amended and Restated Bylaws of
Alydaar Software Corporation
3.3 Articles of Amendment to the
Articles of Incorporation of
Alydaar Software Corporation
* Previously filed.
4
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EXHIBIT 3.3
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
ALYDAAR SOFTWARE CORPORATION
Pursuant to the
North Carolina Business Corporation Act
Alydaar Software Corporation, a corporation organized and existing
under the laws of the State of North Carolina (the "Corporation"), hereby adopts
the following Articles of Amendment to its Articles of Incorporation ("Articles
of Amendment"):
1. The name of the Corporation is Alydaar Software Corporation.
2. These Articles of Amendment were duly adopted by the shareholders of
the Corporation on June 4, 1999 in accordance with the provisions of the North
Carolina Business Corporation Act (the "Act"). The text of each amendment is set
forth below:
(a) Section 1 of the Articles of Incorporation shall be
deleted in its entirety and the following substituted in lieu thereof:
"1. The name of the corporation shall be Information Architects
Corporation."
(b) Section 2 of the Articles of Incorporation shall be
deleted in its entirety and the following substituted in lieu thereof:
"2. The total number of shares of stock which the Corporation shall
have authority to issue is 51,000,000 shares, of which 1,000,000 shares shall be
Preferred Stock, $.001 par value per share (the "Preferred Stock"), and
50,000,000 shares shall be Common Stock, $.001 par value per share (the "Common
Stock").
The Board of Directors of the Corporation, by resolution, shall
establish the rights, privileges, vote, liquidation preference, series,
convertibility, dividend (whether cumulative or non-cumulative), and redemption
provisions of the Preferred Stock."
(c) Section 3 of the Articles of Incorporation shall be
deleted in its entirety and the following substituted in lieu thereof:
"3. The address of the current registered office of the Corporation in
the State of North Carolina is 4064 Colony Road, Charlotte, NC 28211,
Mecklenburg County, North Carolina; and the name of its current registered agent
at such address is J. Dain Dulaney, Jr."
3. These articles shall be effective upon filing.
IN WITNESS WHEREOF, the Corporation has executed these Articles of
Amendment on June 16, 1999.
ALYDAAR SOFTWARE CORPORATION
By:/s/ J. Dain Dulaney, Jr.
--------------------------
Name: J. Dain Dulaney, Jr.
Title: Secretary
