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
Date of Report (Date of earliest event reported): November 27, 2000
COMMISSION FILE NUMBER: 333-30364
I T Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 98-0200077
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(State or jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization
34-36 Punt Road
Windsor 3181
Melbourne, Victoria, Australia
(Address of principal executive offices)
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Registrant's telephone number: (011) 613-9533-7800
Not applicable
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
Not applicable
Item 2. Acquisition or Disposition of Assets
Not applicable.
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other Events
At a meeting of the Board of Directors on October 20, 2000, which was
ratified by a subsequent shareholder's meeting on November 6, 2000, I T
Technology, Inc. resolved to effect a 5 for 1 forward split of its common share
capital, which increased the authorized common shares to 500,000,000 and
reduced their par value to $.0002 per share. The split was effected by
amendment to the articles of incorporation filed with the Delaware Secretary of
State on or about
A vacancy on the Board of Directors was filled by the appointment of David
Landauer, 40, effective November 6, 2000.
DAVID LANDAUER
Mr. David Landauer has held seniors role in institutional equity sales
both in Europe and Australia, for over 21 years. From 1985 through 1989, he
was an associate director of Australian Equity Sales at McIntosh Hoare Govett.
From 1989 through 1997, he served as head of European sales for Prudential
Bache Australia. Between 1997 and 1998 he was employed as director, head of
European sales, for ABN-AMRO Hoare Govett Australia. Since 1998, Mr. Landauer
has been the head of European sales for Burdett, Buckeridge & Young. From 1995
through 2000, he has also served as a director on the Eyres Reed Resources
Fund, and, since 1998, he has been a director of Golden Prospect Plc, a
publicly bonded company in the United Kingdom.
Item 6. Resignations of Registrant's Directors
Helen Abeles resigned as director of the company effective October
4, 2000 and Farrel Meltzer resigned effective October 20, 2000.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro forma Financial Information.
Not applicable.
c) Exhibits.
There are attached hereto the following exhibits:
Exhibit 1.
Certificate of amendment to articles of incorporation filed November
27, 2000
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: December 22, 2000
I T Technology, Inc.
/s/ Henry Herzog
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By: Henry Herzog, President
[CAPTION]
Exhibit 1
EXHIBIT CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION OF
I.T. TECHNOLOGY, INC.
A Delaware corporation
The undersigned hereby certifies as follows:
ONE: That they are the President and Secretary, respectively, of I.T.
TECHNOLOGY, INC., a Delaware corporation.
TWO: That, at a meeting of the Board of Directors held on October 19,
2000, which was ratified by a subsequent shareholder's meeting on November 6,
2000, the Corporation resolved to amend articles 4 and 9 of its Certificate of
Incorporation, as follows:
IT IS RESOLVED, that Article 4 of the Certificate of Incorporation is
hereby amended to read as follows:
"4. This corporation is authorized to issue two classes of shares: Common
and Preferred. The number of Common shares which the corporation is authorized
to issue is five hundred million (500,000,000), each with a par value of
$.0002 per share, in order to reflect a 5 for 1 forward share split. The
number of Preferred shares which the corporation is authorized to issue is
twenty five million (25,000,000) each with $.001 per share par value, which
preferred stock may be issued in one or more series as may be determined from
time to time by the Board of Directors, each of which series shall be
distinctly designated. The Board of Directors is hereby authorized to fix or
alter the voting rights, designations, powers, preferences, and relative and
other special rights, and the qualifications, limitations and restrictions of
any wholly unissued series of preferred stock, and the number of shares of
such series, and to increase or decrease the number of shares of any such
series subsequent to the issue of shares of that series, but not below the
number of shares of such series then outstanding. In case the number of shares
of any series shall be decreased, the shares constituting such decrease shall
resume the status which they had prior to the adoption of the resolution
originally fixing the number of shares of that series."
IT IS FURTHER RESOLVED, that Article 9 of the certificate of
incorporation and Section 2.9 of the By Laws of the corporation be amended to
read as follows:
"Any action required or permitted to be taken by the stockholders of the
corporation shall be effected either at a duly called annual or special
meeting of stockholders of the corporation or by consent in writing by the
holders of outstanding stock pursuant to Section 228 of the DGCL or any other
provision of the DGCL. Except as otherwise required by law, stockholders may
not call any special meeting of stockholders and special meetings of
stockholders may only be called by order of the board of directors."
THREE: This amendment was approved by the required vote of shareholders
in accordance with the corporations law of the state of Delaware. The total
number of outstanding shares of each class entitled to vote for the amendment
is: Sixteen Million, Five Hundred Thousand (16,500,000) shares. The number of
shares of each class voting for the amendment equaled or exceeded the vote
required, that being over fifty (50%) percent. The amendment was approved by a
vote of Twelve Million and Fifty Thousand (12,050,000) shares, equaling 73.03%
of all shares entitled to vote.
/s/ Henry Herzog
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Henry Herzog, President
November 6, 2000
/s/ Jonathan Herzog
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Jonathan Herzog
November 6, 2000
We, the undersigned, hereby declare, under penalty of perjury, in
accordance with the
laws of the State of California, that we are the President and Secretary of
the above-referenced
corporation, that we executed the above-referenced Certificate of Amendment to
Articles of
Incorporation, that we have personal knowledge of the information contained
therein, and that the information contained therein is true and correct.
/s/ Henry Herzog
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Henry Herzog, President
/s/ Jonathan Herzog
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Jonathan Herzog, Secretary
