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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
Date of report (Date of earliest event reported): May 24, 2000
KANAKARIS WIRELESS
(Exact name of registrant as specified in its charter)
NEVADA 0-28213 86-0888532
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
3303 HARBOR BOULEVARD, SUITE F-3
COSTA MESA, CA 92626
(Address of Principal Executive Offices)
(714) 444-0530
(Registrant's telephone number, including area code)
KANAKARIS COMMUNICATIONS, INC.
(Former Name or Former Address, if Changed Since Last Report.)
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Item 1. Changes in Control of Registrant.
On May 24, 2000, our company held a special meeting of stockholders for
consideration of the six proposals described in Item 5 below. Proposal 3
involved an increase in the voting rights of the Class A Convertible Preferred
Stock ("Class A Preferred") from three non-cumulative votes per share, voting
together with our Common Stock on all matters on which the holders of our Common
Stock are entitled to vote, to twenty non-cumulative votes per share on such
matters. At the meeting, each of the six proposals was adopted by our
stockholders by the numbers of votes described in Item 5 below.
On June 2, 2000, we filed with the Nevada Secretary of State Amended
and Restated Articles of Incorporation that include, among other things, this
increase in voting rights of the Class A Preferred. As a result of this increase
in voting rights and as a result of ownership of shares of Common Stock and
Class A Preferred by Alex Kanakaris, our Chairman of the Board, President and
Chief Executive Officer, Mr. Kanakaris became entitled to exercise voting
control over our company. Immediately prior to such time, no identifiable person
or group of persons had voting control over our company.
Specifically, as of June 2, 2000, we had 31,614,775 shares of Common
Stock outstanding. As of June 2, 2000, Mr. Kanakaris beneficially owned all of
the 1,000,000 shares of our outstanding Class A Preferred and 5,015,147 shares
of Common Stock, which shares of Common Stock included 2,100,000 shares issuable
upon the exercise of options and 1,000,000 shares issuable upon conversion of
Class A Preferred. Based upon this ownership, as of June 2, 2000, Mr. Kanakaris
beneficially owned approximately 15.9% of our Common Stock and 100% of our Class
A Preferred, and held approximately 48.5% of the voting power over all matters
on which the holders of our Common Stock are entitled to vote.
Consequently, Mr. Kanakaris has sufficient voting power to control the
outcome of all corporate matters submitted to the vote of our stockholders.
Those matters could include the election of directors, changes in the size and
composition of the Board of Directors (and, thereby, the qualification and
appointment of officers of our company), and mergers and other business
combinations involving our company. In addition, through his control of the
Board of Directors and voting power, he may be able to control certain
decisions, including decisions with respect to our company's dividend policy,
access to capital (including borrowing from third-party lenders and the issuance
of additional equity securities), and the acquisition or disposition of assets
by our company. In addition, the concentration of voting power in Mr. Kanakaris
could have the effect of delaying or preventing a change in control of our
company and may affect the market price of our Common Stock.
Item 5. Other Events.
In connection with the special meeting of stockholders held on May 24,
2000, the holders of shares of our Class A Preferred and Common Stock as of
April 14, 2000 were asked:
PROPOSAL 1. To consider and vote upon a proposal to approve an
amendment to our Articles of Incorporation to change our name to "Kanakaris
Wireless";
PROPOSAL 2. To consider and vote upon a proposal to approve an
amendment to our Articles of Incorporation to remove the provision that sets the
authorized number of directors;
PROPOSAL 3. To consider and vote upon a proposal to approve an
amendment to our Certificate of Designation of Class A Preferred that would
increase the voting rights of the Class A Preferred from three non-cumulative
votes per share, voting together with our Common Stock on all matters on which
the holders of our Common Stock are entitled to vote, to twenty non-cumulative
votes per share on such matters;
PROPOSAL 4. To consider and vote upon a proposal to approve Amended and
Restated Articles of Incorporation that amend, restate and replace our current
Articles of Incorporation and effect the principal changes in Proposals 1
through 3 above and various additional changes recommended by the Board of
Directors;
PROPOSAL 5. To consider and vote upon a proposal to approve Amended and
Restated Bylaws that modernize and conform our Bylaws to current Nevada law and
provide that the acquisition of controlling interest provisions of the Nevada
Corporations Code shall not apply in connection with the change in voting rights
described in Proposal 3; and
PROPOSAL 6. To consider and vote upon a proposal to approve a 2000
Stock Option Plan, pursuant to which our company may grant to its key employees,
officers and directors of our company and to employees of companies who do
business with our company options to purchase up to 3,000,000 shares of our
Common Stock.
Each of the six proposals described above is described more
particularly in our Definitive Proxy Statement filed on May 1, 2000 pursuant to
Section 14(a) of the Securities Exchange Act of 1934 and was approved by our
stockholders by the votes set forth below:
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PROPOSAL 1
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CLASS A PREFERRED COMMON STOCK
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For: 3,000,000 For: 18,490,742
Against: 0 Against: 80,843
Abstain: 0 Abstain: 23,670
PROPOSAL 2
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CLASS A PREFERRED COMMON STOCK
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For: 3,000,000 For: 18,357,387
Against: 0 Against: 180,683
Abstain: 0 Abstain: 57,185
PROPOSAL 3
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CLASS A PREFERRED COMMON STOCK
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For: 3,000,000 For: 18,096,142
Against: 0 Against: 378,168
Abstain: 0 Abstain: 120,945
PROPOSAL 4
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CLASS A PREFERRED COMMON STOCK
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For: 3,000,000 For: 18,312,036
Against: 0 Against: 203,479
Abstain: 0 Abstain: 79,740
PROPOSAL 5
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CLASS A PREFERRED COMMON STOCK
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For: 3,000,000 For: 18,356,982
Against: 0 Against: 155,988
Abstain: 0 Abstain: 82,285
PROPOSAL 6
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CLASS A PREFERRED COMMON STOCK
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For: 3,000,000 For: 18,184,428
Against: 0 Against: 296,122
Abstain: 0 Abstain: 114,705
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
3.1 Amended and Restated Articles of Incorporation of the
Registrant *
3.2 Amended and Restated Bylaws of the Registrant *
10.1 Kanakaris Communications, Inc. 2000 Stock Option Plan *
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* Incorporated by reference to the Registrant's Definitive Proxy Statement
filed pursuant to Section 14(a) of the Securities and Exchange Act on May
1, 2000.
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SIGNATURES
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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 hereunto duly authorized.
Date: June 5, 2000
KANAKARIS WIRELESS
By: /S/ Alex Kanakaris
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Alex Kanakaris,
Chief Executive Officer
