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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported)..............................................November 5, 1999
Global Election Systems Inc.
...............................................................................................................
(Exact name of registrant as specified in its charter)
British Columbia, Canada 0-24725 85-0394190
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification. No.)
1611 Wilmeth Road, McKinney TX 75069
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: ...............................................972-542-6000
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
a) On November 5, 1999, the Registrant's Board of Directors resolved to
terminate the services of Montreal Trust Company of Canada, and to retain the
services of Pacific Corporate Trust Company as its transfer agent.
The address of Pacific Corporate Trust Company is 625 Howe
Street, Suite 380, Vancouver BC V6C 3B8; telephone number 604-689-9853; fax
number 604-689-8144. Registrant's account manager is Yasmin Juma. Her e-mail
address is [email protected].
b) On April 26, 2000, Articles of Incorporation were filed with the
Nevada Secretary of State to form a new corporate subsidiary of the Registrant.
The name of the subsidiary is "integrivote.com, Ltd". Its purpose is to conduct
Internet voting, and all other purposes allowed by law.
Item 6. Resignations of Registrant's Directors
a) On June 6, 2000, during a Board of Directors meeting in Chicago,
Illinois, David H. Brown, Chairman of Registrant's Board of Directors, orally
submitted to the Board his resignation as a Director of the Registrant. Mr.
Brown confirmed his oral resignation with a hand-written letter dated June 8,
2000, in which he stated that his resignation was a result of the Board's
decision not to enter into negotiations with Brelsh Holdings, Inc. regarding a
possible merger of the Registrant and Brelsh Holdings, Inc. He asserted his
belief that such a merger would be in the best interest of the Registrant and
its shareholders, that the Board was obligated to undertake due diligence, and
that the Board was obligated to present the results of due diligence to the
Registrant's shareholders.
b) The Registrant believes that the description provided by Mr. Brown
is both incorrect and incomplete. The Registrant's Board of Directors had
performed due diligence with respect to Brelsh, and had consulted its financial
and legal advisors. Based on the resulting information and financials, the Board
decided by a vote of four to one to terminate merger discussions with Brelsh in
light of its determination that the proposed merger with Brelsh Holdings, Inc.
would not be in the best interest of the Registrant or the shareholders. Because
of the Board's decision, there is no matter to submit to shareholders which is
appropriate for shareholder consideration.
c) Mr. Brown's hand-written letter of resignation is attached hereto as
Exhibit A.
GLOBAL ELECTION SYSTEMS INC.
........................................
(Registrant)
Date: June 12, 20000 By: /s/ HOWARD T. VAN PELT
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Howard T. Van Pelt
Its: President
