UNITED STATES
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
Date of event requiring report: March 31, 2000
Beck & Co.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation or organization)
000-26607 88-0390828
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(Commission File Number) (IRS Employer Identification Number)
1273 West Glengyle Court, Murray, Utah, 84123
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(Registrant's address)
(801) 270-5867
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(Registrant's telephone number, including area code)
7865 South Citori Drive, Bldg. B #206, Sandy, Utah 84070
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
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Forward Stock Split
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On March 29, 2000, the Board of Directors of Beck & Co. (the
"Corporation") declared a forward stock split to be effective March 31,
2000.
The forward stock split was on a 10-for-one basis on both the
Corporation's authorized and issued and outstanding $0.001 par value common
stock ("Common Stock"). Every holder of record of the Corporation's Common
Stock, as of March 31, 2000 (the "Record Date"), shall be entitled to nine
additional shares of the Corporation's Common Stock for each share of
Common Stock held. Any fractional shares shall be rounded up to the
nearest whole number. There shall be no change in par value of the
Corporation's Common Stock, which shall remain at $0.001. All shareholders
of the Corporation's Common Stock, as of the Record Date, will be issued
nine additional shares of Common Stock for each share owned. The additional
shares will be issued in the name as they appear of record, unless specific
instructions are provided, including any stock power .
As a result of the 10-for-one forward stock split, the Corporation
shall have 15,217,500 post forward-split shares of Common Stock issued and
outstanding instead of 1,521,750 pre forward-split shares. Correspondingly,
the Corporation shall have 200,000,000 post forward-split shares of Common
Stock authorized instead of 20,000,000 pre forward-split shares. A copy of
the Corporation's Certificate of Change filed with the State of Nevada on
March 31, 2000 is attached as an exhibit hereto and incorporated herein by
reference.
The Corporation's CUSIP number will not change as a result of the
forward stock split.
The forward stock split was effected in anticipation of a listing on
the National Association of Securities Dealers Over-the-Counter Bulletin Board
(OTC BB).
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits required to be attached in accordance with the provisions of
Item 601 of Regulation S-K are listed in the below Index to Exhibits, which is
incorporated herein by reference.
INDEX TO EXHIBITS
Sec Ref. Page
No. No. Description
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Ex-3(i) 4 Certificate of Change, filed with the Nevada Secretary
of State on March 31, 2000, reflecting the 10-for-one
forward stock split.
Pursuant to the requirement of the Securities Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
DATED: April 7, 2000
Beck & Co.
By: /s/ Larry Beck
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Name: Larry Beck
Title: President
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CERTIFICATE OF CHANGE IN NUMBER OF
AUTHORIZED SHARES OF CLASS AND SERIES
BECK & CO.
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Name of Corporation
I, the undersigned president and secretary of Beck & Co., do hereby
certify that the Board of Directors of the Corporation adopted a resolution by
written consent on March 29, 2000, pursuant to NRS 78.207, to amend the
Corporation's Articles of Incorporation as follows:
Article IV, Section 4.01 - is hereby amended as follows:
FOURTH. The stock of the corporation is divide into two classes: (1)
Common Stock in the amount of Two Hundred Million (200,000,000) shares having
a par value of $0.001 each; and (2) Preferred Stock in the amount of Five
Million (5,000,000) shares having a par value of $0.001 each. The Board of
Directors shall have the authority, by resolution or resolutions, (1) to
divide the Preferred Stock into more than one class of stock or more than one
series of any class; (2) to establish and fix the distinguishing designation
of each such series and the number of shares thereof, which number, by like
action of the Board of Directors, from time to time thereafter, may be
increased, except when otherwise provided by the Board of Directors in
creating such series, or may be decreased, but not below the number of shares
thereof then outstanding; and (3) within the limitations of applicable law of
the State of Nevada or as otherwise set forth in this Article, to fix and
determine the relative voting powers, designations, preferences, limitations,
restrictions and relative rights of the various classes or stock or series
thereof and the qualifications, limitations or restrictions such rights of
each series so established prior to the issuance thereof. There shall be no
cumulative voting by shareholders.
I further certify the following:
(a) The current number of authorized shares and the par value of each class
and series of the shares before the change (10-for-1 forward stock split
on the Common Stock) is:
Common Stock: 20,000,000 shares, $0.001 par value.
Preferred Stock: 5,000,000 shares, at $0.001 par value.
(b) The number of authorized shares and the par value of each class and
series of the shares after the change (10-for-1 forward stock split on
the Common Stock) is:
Common Stock: 200,000,000 shares, $0.001 par value.
Preferred Stock: 5,000,000 shares, at $0.001 par value.
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(c) The number of shares of each affected class and series to be issued
after the change (10-for-1 forward stock split on the Common Stock) in
exchange for each issued share of the same class and series is:
Common Stock: 15,217,500 shares, at $0.001 par value.
(d) Fractional shares will be rounded up to the nearest whole number.
(e) The change (10-for-1 forward stock split on the Common Stock) was only
approved by the Board of Directors, thus stockholder approval is not
required.
(f) The change (10-for-1 forward stock split on the Common Stock) shall be
effective on the date and time that this certificate is filed with the
Secretary of State, State of Nevada.
/s/ Larry L. Beck
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Larry L. Beck, President and Secretary
State of Utah )
) ss.
County of Salt Lake )
On the 29th day of March, 2000, personally appeared before me, a Notary
Public, Larry L. Beck, who acknowledged that he executed the above instrument.
/s/ Tammy Gehring
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E Notary Public
A
L Commission Expires: 05-12-2003
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