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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 24, 2000
Cysive, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27607 54-1698017
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Indemnification No.)
10780 Parkridge Blvd., Suite 400
Reston, Virginia 20191
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 259-2300
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Item 5. Other Events.
On April 24, 2000, the stockholders of Cysive, Inc., at the 2000 Annual
Meeting of Stockholders, approved the Certificate of Amendment to the
Certificate of Incorporation of Cysive, Inc. to increase the number of
authorized shares of common stock of Cysive, Inc. from 75 million to 500
million. A copy of the Certificate of Amendment to the Certificate of
Incorporation of Cysive, Inc. is filed as Exhibit 99.1 to this Current Report on
Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
Exhibit No. Description
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99.1 Certificate of Amendment to Certificate of
Incorporation of Cysive, Inc.
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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.
CYSIVE, INC.
By: /s/ John R. Lund
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Date: May 12, 2000 Name: John R. Lund
Title: Vice President, Chief
Financial Officer, Treasurer
and Secretary
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Exhibit Index
Exhibit No. Description
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99.1 Certificate of Amendment to Certificate of
Incorporation of Cysive, Inc.
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EXHIBIT 99.1
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF CYSIVE, INC.
Cysive, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors duly adopted a resolution proposing
to amend the Certificate of Incorporation of this Corporation, declaring said
amendment to be advisable and in the best interests of this Corporation and its
stockholders, and authorizing the appropriate officers of this Corporation to
solicit the consent of the stockholders therefor, which resolution setting forth
the proposed amendment is as follows:
"RESOLVED, that the Certificate of Incorporation of this Corporation be
amended by replacing the Article 4.1 thereof so that such Article shall be and
read as follows:
"The total number of shares of all classes of stock that the
Corporation shall have the authority to issue is 510,000,000, of which
500,000,000 of such shares shall be Common Stock having a par value of $0.01 per
share ("Common Stock"), and 10,000,000 of such shares shall be Preferred Stock,
having a par value of $0.01 per share ("Preferred Stock")."
SECOND: That thereafter said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law by obtaining a
majority vote of the Common Stock in favor of said amendment in the manner set
forth in Section 222 of the General Corporation Law.
IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of
Incorporation has been signed by the President and the Secretary of the
Corporation this 11th day of May, 2000.
CYSIVE, INC.
By: /s/ Nelson A. Carbonell, Jr.
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Nelson A. Carbonell, Jr.
Chairman of the Board,
President and Chief Executive
Officer
ATTEST:
By: /s/ John R. Lund
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John R. Lund
Vice President, Chief Financial Officer,
Treasurer and Secretary
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