SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 20, 1998
------------------------------------------------
Date of Report (date of earliest event reported)
THE ENCORE GROUP, INC.
(Exact name of registrant as specified in its charter)
Oregon 0-4563 93-0580867
- ------------------ ---------------- -------------------
(State or other (Commission File ` (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
THE ENCORE GROUP, INC.
7150 Hampton Street, Suite 202
Tigard, OR 97223
(503) 968-1959
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(Address including zip code and telephone number
including area code, of registrant's principal
executive offices)
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Item 5. Other events
On August 20, 1998, the shareholders of the Registrant held a duly authorized
and notified special meeting at which, of 16,991 shares issued and outstanding,
11,737 shares, or 69.1%, were represented at the meeting and voted as follows:
1. Election of Directors.
Shares voted in favor
---------------------
Bruce L. Engel 11,733
Teri E. Engel 11,733
Robert G. Fligg 11,733
Robert J. Gardiner 11,733
Fred J. Kupel 11,733
Michael J. Rasmussen 11,733
2. Ratification of the appointment of Moss Adams LLP as the Company's
independent auditors for the fiscal year ending December 31, 1998.
Shares voted in favor
---------------------
11,737
3. Ratification of a quasi-reorganization of the Company's financial statements.
Shares voted in favor
---------------------
11,733
4. Ratification of the terms of Preferred Stock to be issued to creditors.
Shares voted in favor
---------------------
11,733
5. Amendment of the Company's Restated Articles of Incorporation to increase the
number of authorized shares of Common Stock from 50,000 to 10,000,000 and the
number of shares of Preferred Srock from 5,000 to 500,000; to authorize the
Board of Directors to determine the preferences, limitations and relative rights
of any class of shares, and to issue 99 new shares of Common Stock for each one
share held by shareholders as of the record date.
Shares voted in favor
---------------------
11,737
6. Approval of the company's 1998 Stock Option Plan.
Shares voted in favor
---------------------
11,737
No other business was conducted at the meeting.
<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.
THE ENCORE GROUP, INC.
/S/Fred J. Kupel
Date: August 31, 1998 -----------------------------
---------------------- Fred J.Kupel
Vice President-Finance and
Chief Financial Officer, and
Assistant Secretary
