Form 8-K
SEC 873 (5/99)Potential persons who are to respond to the collection of
information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
OMB APPROVAL
OMB Number: 3235-0060
Expires: May 31, 2000
Estimated average burden
hours per response: 5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported)
Jan 31 2000
Piccard Medical Corporation
____________________________________________________________________
(Exact name of registrant as specified in its chapter)
Delaware
_________________________
(State or other jurisdiction
of incorporation
(Commission
File Number)
(IRS Employer 41-1716477
Identification No.) _______________
120 2nd Street P.O. Box 170 Weyerhaeuer WI. 54895
____________________________________________________________
(Address of principal executive offices)
(Zip Code)
(715) 353-2810
________________________
Registrant's telephone number, including area code
N/A
__________________________________________________________
(Former name or former address, if changed since last report)
GENERAL INSTRUCTIONS
Item 5. Other Events.
Certificate of Amendment of
Certificate of Incorporation
Piccard Medical Corporation ( formerly SPINA COMPANY INC.). a corporation
organized and existing under and by virtue of the General Corporation Law Of
the State of Delaware,
DOES HEREBY CERTIFY:
FIRST, that a meeting of the Board of Directors of Piccard Medical
Corporation ( formerly SPINA COMPANY INC. ) resolutions were duly adopted
setting forth a proposed amendment of the Certificate of Incorporation of
said corporation, declaring said amendment to be adviseable and calling a
meeting of the stockholders of said corporation for consideration thereof.
The resolution setting forth the proposed amendment as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered FOURTH so that , as
amended, said Article shall be and read as follows:
The corporation shall have the authority to issue five hundred million
(500,000,000) shares of common stock at a par value of 0.0000001.
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
aspecial meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation
Law of the State of Delaware at which meeting the necessary number of shares
as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, Piccard Medical Corporation (formerly SPINA COMPANY INC.)
has caused this certificate to be signed by
David Espeseth
__________________________________________ its President and
Mike McKeever
_________________________________________ its Secretary,
this 19th day of January, 2000.
David Espeseth
By: ________________________
President
Mike McKeever
By: ________________________
Secretary
Waiver and Notice and Consent to Action at a Special
Meeting by the Board of Directors of Piccard Medical Corp.
( A Delaware Corp.)
January, 28, 2000.
WHEREAS, the Company is in need of substantial capital to grow and
WHEREAS, two Directors ( David Espeseth and Mike Mckeever ) have pledged to
provide the Company with substantial capital ($10,000,000 usd) for the
issuance of 481, 794,400 restricted shares ( approx. $0.0207 per share )
WHEREAS, the Company is capable of issuing shares for cash and
WHEREAS, after due deliberation, the Board of Directors has considered the
proposed transaction and believes it to be in the best interests of the
Corporation and it's shareholders ; it is
RESOLVED, that the Company shall issue to David Espeseth 240,897,200 for a
demand note for $ 5,000,000 usd (five million usd) due on demand and or as
the Company requires it . Mr. Espeseth shall have 90 days to obtain the money
to be delivered to the Company. Until such funds are delivered , Mr. Espeseth
agrees not to sell, assign, loan, pledge or otherwise offer these shares to
anyone other than those persons and/or companies that are providing the
$5,000,000 to be forwarded to the Company, and
RESOLVED, that the Company shall issue to Mike McKeever 240,897,200 for a
demand note for $ 5,000,000.00 usd ( five million usd ) due on demand and or
as the Company requires it. Mr. McKeever shall have the same 90 days to
obtain the money to be delivered to the Company. Until those funds have been
delivered, Mr. McKeever agrees not to sell, assign, loan, pledge, or
otherwise offer these shares to anyone other than those persons and/or
companies that are providing the $5,000,000 to be forwarded to the Compa
RESOLVED, that at any time any party in this transaction feel they are unable
to honor their respective commitments the shares shall be returned in good
deliverable form and subsequent to receiving said shares the Company agrees
to return the demand note to the respective person that pledged it, and
RESOLVED FURTHER, that the Board of Directors hereby adopts each and every
resolution in the form prescribed after having unanimous consent of each
director and approval of more than 89% of the shareholders.
There being no further matters before the Board and on a motion duly made and
seconded , the meeting was adjourned.
See page two (2) an integral part of this resolution ( signatures of directors )
Philip Weiler, Director _______________________________
Mike McKeever, Director _______________________________
David Espeseth, Chairman, ______________________________
President, Director
Larry James, Director, _______________________________
Summary
Piccard Medical Corporation amended its Articles of Incorporation,
specifically item 4 of the Articles.
The Company originally had an authorization capital of 50,000,000 shares. On
January 21, 2000 the Company filed an amendment to its Articles of
Incorporation with the State of Delaware to increase its authorized shares to
500,000,000 from 50,000,000. This reflects a ten fold increase in its
authorized shares. The Company increased its authorized shares to facilitate
the capital insurgence necessary for the anticipated growth in both product
development and current marketing of its products.
Secondly, the Board of Directors, with a clear majority of shareholder
approval ( 89% ) approved the issuance of 240,897,200 shares to both David
Espeseth ( President ) and Mike McKeever (Director) for a total combined
increase in common shares of 481,794,400. This represents a significant
increase in the total outstanding shares of the Company. The Company now has
500,000,000 shares issued and outstanding. Each parcel of stock newly issued
represents nearly 48.2% ownership in the Company. Mr Espeseth's total share
ownership is now 250,000,000 shares or 50% of the total Company.
Mr. McKeever's total share ownership now stands at 240,897,200 shares or
48.2% of the total Company.
The Board of Directors approved this share issuance for the necessary
cash insurgence of the Company. Both Mr. Espeseth and Mr. McKeever have each
pledged $5,000,000usd for the stock. This represents on a cost per share
basis of $0.0208, or more than double the initial public offering of this
stock less than two years ago. The resently issued shares to Mr. Espeseth and
Mr. McKeever are unregistered securities and therefore are restricted
from resale pursuant to rule 144.
The promissary notes combined equal a cash insurgence of $10,000,000usd into
the company enabling the company to grow incrementally. This share for cash
transaction was seen by the Board of Directors as in the best interest of its
shareholders.
If the demand notes are not paid within the 90 day time period the shares
issued to Mrs. Espeseth and McKeever will be returned to treasury.
These changes in the Company's authorized and issued outstanding shares
should be looked at thoroughly before investing in this Company and
have a dramatic effect on the control of this Company. Any investors
should consider this before investing in this Company.
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.
Piccard Medical Corporation
___________________________________________
(Registrant)
January 31, 2000.
Date _______________________________________
David Espeseth
___________________________________________
(Signature) David Espeseth, President, CEO
