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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A-1
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________ to ____________
Commission file number 0-24687
SKYLYNX COMMUNICATIONS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 84-1360029
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(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification number
600 South Cherry Street, Suite 400, Denver, Colorado 80246
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 316-0400
600 South Cherry Street, Suite 305, Denver, Colorado 80246
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(Former Name or Address if Changed Since Last Report)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Issuer was required to file such reports), and (2) has been
subject to filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the Registrant has filed all documents and reports required to
be filed by Sections 12, 13, or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes [ ] No [
]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of April 3, 2000, the Company had 19,830,498 shares of its $0.001 par value
common stock outstanding.
Transitional Small Business Disclosure Format (Check one). Yes [ ] No [X]
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PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
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The Annual Meeting of Shareholders of SkyLynx Communications, Inc. was held at
The Centre Club, 123 South Westshore Boulevard, Tampa, Florida 33609, on
August 23, 1999 at 1:00 o'clock p.m. Eastern Daylight Time, for the purpose of
considering and voting upon the following:
Proposal One: To elect the following five (5) Directors to serve until
the next Annual Meeting of Shareholders or until their successors have been
duly elected and qualified:
Jeffery A. Mathias
Francis P. Ragano
J. Samuel Ridley
Robert J. Smith
James E. Maurer
Proposal Two: To increase the number of shares which may be issued
pursuant to the exercise of options granted under the Company's 1998 Equity
Incentive Plan by an additional 6,250,000 shares.
Proposal Three: To ratify and approve grants by the Company of shares of
common stock and non-qualified stock options to certain outside directors and
to executive officers under written employment contracts.
Proposal Four: To approve the redomestication of the Company under the
laws of the State of Delaware pursuant to a statutory merger, and to authorize
the officers of the Company to take all actions incident thereto.
Proposal Five: To authorize the Board of Directors of the Company to
amend the Company's Articles of Incorporation to change the name of the
Company at such time in the future and to such new name as the Board of
Directors may determine in its sole and absolute discretion.
Proposal Six: To ratify and approve the proposal of the Company to sell
substantially all of its assets and properties located in the State of Florida
to a current shareholder and former officer and director of the Company upon
such terms and subject to such conditions as the Board of Directors may
determine.
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The votes were cast as follows:
<TABLE>
<CAPTION>
Withhold
Authority Total
(for Proposal Shares
For One ONLY) Against Abstain Voting
---------- ------------ -------- -------- ---------
<S> <C> <C> <C> <C> <C>
As-Converted
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Proposal One 7,567,384 1,740,249 9,307,633
Jeffery A. Mathias 7,567,384 1,740,249
Francis P. Ragano 7,567,384 1,740,249
J. Samuel Ridley 7,567,384 1,740,249
Robert J. Smith 7,567,384 1,740,249
James E. Maurer 7,567,384 1,740,249
Proposal Two 4,728,921 1,975,677 204,932 6,909,530
Proposal Three 4,888,959 1,864,207 160,514 6,913,680
Proposal Four 5,006,269 40,300 1,867,111 6,913,680
Proposal Five 4,945,819 223,877 1,743,984 6,913,680
Proposal Six 5,041,966 1,823,959 47,755 6,913,680
Common
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Proposal One 7,070,640 1,740,249 8,810,889
Jeffery A. Mathias 7,070,640 1,740,249
Francis P. Ragano 7,070,640 1,740,249
J. Samuel Ridley 7,070,640 1,740,249
Robert J. Smith 7,070,640 1,740,249
James E. Maurer 7,070,640 1,740,249
Proposal Two 4,359,302 1,882,052 171,432 6,412,786
Proposal Three 4,449,840 1,810,957 156,139 6,416,936
Proposal Four 4,513,900 35,925 1,867,111 6,416,936
Proposal Five 4,486,575 186,377 1,743,984 6,416,936
Proposal Six 4,599,222 1,800,959 16,755 6,416,936
Preferred (Voting
As One Class)
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Proposal One 496,744 496,744
Jeffery A. Mathias 496,744
Francis P. Ragano 496,744
J. Samuel Ridley 496,744
Robert J. Smith 496,744
James E. Maurer 496,744
Proposal Two 369,619 93,625 33,500 496,744
Proposal Three 439,119 53,250 4,375 496,744
Proposal Four 492,369 4,375 - 496,744
Proposal Five 459,244 37,500 - 496,744
Proposal Six 442,744 23,000 31,000 496,744
</TABLE>
Notes
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Proposal One: Brokers can vote the entire block of shares "Routine"
Proposal, whereas the remaining proposals must be voted by the
shareholders as a "Non-Routine" Proposal.
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SIGNATURE
In accordance with the requirements of the Securities and Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
SKYLYNX COMMUNICATIONS, INC.
Dated: April 11, 2000 By: /s/ Jeffery A. Mathias
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Jeffery A. Mathias, President
Dated: April 11, 2000 By: /s/ James Maurer
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James Maurer, Chief Financial Officer
