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): November 3, 2000
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ZIASUN TECHNOLOGIES, INC.
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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
000-27349 84-1376402
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(Commission File Number) (I.R.S. Employer Identification No.)
462 Stevens Avenue, Suite 106, Solana Beach, California 92075
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(Address of principal executive offices) (Zip Code)
(858) 350-4060
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
ANNUAL MEETING OF SHAREHOLDERS
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On November 3, 2000, the Annual Meeting of shareholders (the "Annual
Meeting") was held for the purpose of:
1. Electing 5 Directors for a term of one (1) year each;
2. Approving the proposal to amend the Company's Articles of
Incorporation to increase the number of common shares which the
Company is authorized to issue to 250,000,000 shares of Common Stock,
$0.001 par value;
3. Approving the adoption of the Restated Bylaws; and
4. Approving the adoption of the 1999 Stock Option Plan, as amended.
As of the Record Date, September 15, 2000, there were 32,330,170 shares
entitled to vote of which 17,556,931 shares were present at the meeting in
person or by proxy.
(a) Election of 5 Directors.
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At the Annual Meeting, the shareholders elected 5 directors, Allen D.
Hardman, D. Scott Elder, Ross W. Jardine, Hans Von Meiss and Christopher D.
Outram, to serve until the next annual meeting of Shareholders and until their
successors are duly elected and qualified.
There were 17,474,138 shares voting in favor of the election of said
directors and 9,275 withholding authority. All director nominees were elected.
(b) Approval of Amendment to Articles of Incorporation.
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At the Annual Meeting, the shareholders also approved the amendment to the
Articles of Incorporation to increase the number of common shares which the
Company is authorized to issue to 250,000,000 shares of Common Stock, $0.001 par
value.
There were 17,033,767 shares voting in favor of the proposal, 224,716
shares voting against the proposal and 11,375 shares abstaining. The proposal
passed and the Certificate of Amendment was effective November 8, 2000, upon the
filing of the same with the Nevada Secretary of State.
A copy of the Certificate of Amendment is attached hereto and incorporated
herein by reference. (See Exhibit Index).
(c) Approval of Restated Bylaws.
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At the Annual Meeting, the shareholders also approved the Restatement of
the By-laws to (a) amend Section 2.02 to provide that special meetings of the
shareholders may also be called by a vote of 10% of more of the outstanding
shares; and (b) amend Section 3.04 to make it clear that directors may be
removed with or without cause.
There were 12,471,405 shares voting in favor of the proposal, 126,616
shares voting against the proposal and 16,628 shares abstaining. The proposal
passed.
The Restated By-Laws also encompass the amendment to Article IV., of the
Bylaws to expand and clarify the titles and roles of the executive officers of
the Company, which amendment was approved by the directors of the Company on
September 27, 2000, pursuant to Section 78.120 of the Nevada Revised Statutes
and Article X., Section 10.01 of the Bylaws of the Company.
A copy of the Restated Bylaws are attached hereto and incorporated herein
by reference. (See Exhibit Index).
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(d) Approval of 1999 Stock Option Plan, as amended.
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At the Annual Meeting, shareholders also approved the 1999 Stock Option
Plan, as amended (the "1999 Plan") authorizing the issuance of 2,500,000 shares
of common stock of the Company.
There were 12,468,711 shares voting in favor of the proposal, 129,830
shares voting against the proposal and 16,108 shares abstaining. The proposal
passed.
The terms of the 1999 Plan are more fully described in the Company's Post
Effective Registration Statement on Form S-8, filed June 14, 2000, which is
incorporated herein by reference.
No other matters were submitted to a vote of security holders at the Annual
Meeting, through the solicitation of proxies, or otherwise.
Item 7. Financial Statements, Pro Forma Financial Statements And Exhibits
(c) Exhibits
3.1(f) Certificate of Amendment to Articles of Incorporation filed
November 8, 2000, increasing the number of authorized shares of
the Company.
3.3 Restated By-laws dated November 3, 2000.
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.
ZiaSun Technologies, Inc.
(Registrant)
Dated: November 20, 2000 /S/ Allen D. Hardman
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By: Allen D. Hardman
Its: President and COO
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