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) December 19, 2000
ASPI EUROPE, INC.
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 000-26809 91-1962104
---------------------------- ------------------------ ----------------------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
Two Union Square, 601 Union Street, Suite 4200, Seattle, Washington 98101
-------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code (206) 652-3675
------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
On September 26, 2000, at the annual meeting of shareholders of ASPi Europe,
Inc., a Florida corporation (the "Parent"), the shareholders approved the
redomicile of the Parent's place of incorporation from Florida to Delaware by
merging the Parent with and into its wholly-owned subsidiary ASPi Europe, Inc.,
a Delaware corporation (the "Subsidiary"). On December 7, an Agreement and Plan
of Merger between the Parent and the Subsidiary was executed by an authorized
signatory of each corporation. On December 19, 2000, Articles of Merger were
filed with the Florida Secretary of State and a Certificate of Merger was filed
with the Delaware Secretary of State, which formally resulted in the redomicile
of the registrant to the State of Delaware.
Item 7. Exhibits
Exhibit
Number Description
------ -----------
3.1 Certificate of Incorporation of ASPi Europe, Inc.,
a Delaware corporation
3.2 Bylaws of ASPi Europe, Inc., a Delaware corporation
<PAGE>
SIGNATURES
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.
ASPI EUROPE, INC.
Date: December 29, 2000 /s/ Damon Poole
------------------------------------------
Damon Poole, Chief Executive Officer
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
------ -----------
3.1 Certificate of Incorporation of ASPi Europe, Inc.,
a Delaware corporation
3.2 Bylaws of ASPi Europe, Inc., a Delaware corporation