U.S. 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
TXON INTERNATIONAL DEVELOPMENT CORPORATION
(Name of Small Business Issuer)
June 5, 2000
Date of Report
(Date of earliest event reported)
Nevada 000-26119 87-0629754
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File No.) Identification
Incorporation or Number)
Organization)
3672 Cove Point Drive, Salt Lake City, UT 84109
(Address of Principal Executive Offices) (Zip Code)
(801) 574-8000
(Registrant's Telephone Number)
Item 1.
CHANGES IN CONTROL OF REGISTRANT
At a Special Meeting of Stockholders on June 5, 2000, stockholders elected the
following persons to serve as directors of the corporation: Richard A. Ford,
age 45, Gary Lewis, age 48, and Jeanie Hildebrand, age 42. Immediately after
the stockholders' meeting, the new Board elected the following persons to
serve as officers of the Company.
Richard A. Ford President and Chairman of the Board
Gary Lewis Vice President
Jeanie Hildebrand Secretary
The new directors and officers assumed control of the Corporation from John
Chris Kirch, Stephanie Harnicher, Robert E. Carter, Seymour Tatar and
Jay Shapiro who were not re-elected as directors of the Company.
Under the Bylaws of the corporation, officers and directors serve until the
next annual meeting of stockholders or until their successors have been
elected and qualified.
There are no arrangements or understandings among members of both the former
and new control groups and their associates with respect to election of
directors or related matters. There are no arrangements known to the
registrant, including any pledge by any person of securities of the registrant
or any of its parents, the operation of which may at a subsequent date result
in a change in control of the registrant. There are no family relationships
between any directors or officers of the corporation.
ISSUANCE OF SECURITIES TO OFFICERS AND DIRECTORS
By resolution dated May 27, 2000, and in anticipation of the election of
Richard Ford, Gary Lewis and Jeanie Hildebrand as officers and directors, and
as an inducement to them accepting their positions, the prior Board of
Directors authorized the issuance of post reverse split common shares of the
Company to the new directors and officers which resulted in their holding the
following positions in the common shares of the Company.
Name and address of Amount and nature of
Title of Class beneficial owner beneficial ownership Percent of Class
-------------- -------------------- -------------------- ----------------
Common Richard Ford 1,500,000 shares(1) 33.16%
Common Gary Lewis 1,500,000 shares 33.16%
Common Jeanie Hildebrand 1,000,000 shares 22.11%
Officers and
Directors as
as group 4,000,000 shares 88.43%
_____________________________________________________
(1) These shareholdings are beneficial and of record
Item 5. Other Events.
REVERSE SPLIT OF SHARES
At a Special Meeting of Stockholders held On December 15, 1999, the
stockholders adopted a resolution approving one (1) share for ten (10) share
reverse split of the Company's outstanding shares. No action was taken to
give effect to this resolution. A second resolution to approve this one (1)
for ten (10) reverse split of shares was submitted to the Special Meeting of
Stockholders held on June 5, 2000. The resolution was again adopted by a
majority of the outstanding shares of the registrant. There were, on that
date, 5,231,000 common shares of the registrant outstanding. The registrant's
Transfer agent formally gave effect to this change on June 5, 2000. As a
result of this action, the 5,231,100 common shares then outstanding became
523,100 common shares of the registrant. Neither the par value or any
attributes of the registrant's common shares were changed by this action. The
4,000,000 restricted shares issued to officers and directors were issued after
the reverse split of shares had been effected, which resulted in the
percentages of ownership reflected above.
ADOPTION OF NON-QUALIFIED STOCK OPTION PLAN
On May 27, 2000 the Board of Directors adopted an executive compensation plan
designated the "Txon International Development Corporation Year 2000
Non-Qualified Stock Option Plan" which provides for the issuance of options
for the purchase of up to 1,000,000 common shares of the Company by officers,
directors or consultants to the Company. A form of "Option Agreement" to be
employed in connection with the plan was also approved. On the same day, the
Board adopted a resolution directing the officers of the Company to cause to
be prepared and filed a registration statement under the Securities Act of
1933 on Form S-8 to cover the common shares to be issued on exercise of the
options. The exercise price of the options shall be Ten Cents ($.10) per
share. The options shall be exercisable for two (2) years from the date on
which they are granted. Options to purchase shares in the amounts set forth
below have been granted to officers, directors and consultants to the
registrant:
Stephanie Harnicher 100,000 shares
John Chris Kirch 100,000 shares
Jay Kirch 100,000 shares
Martin Trembley 100,000 shares
Ed Hall 100,000 shares
-----------------
500,000 shares
None of these options have yet been exercised. It is anticipated that all
these options will be exercised once a Form S-8 registrations statement is in
effect covering the shares to be issued on exercise.
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.
TXON INTERNATIONAL DEVELOPMENT CORPORATION
/s/ Richard A. Ford
By:________________________________
Richard A. Ford, President
