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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) December 16, 1998
BERYLLIUM INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
UTAH 0-9577 87-0294391
(State or other jurisdiction Commission (I.R.S. Employer
of Incorporation File Number Identification Number)
8790 BLUE JAY LANE, SALT LAKE CITY, UTAH 84121
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (801) 942-0895
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ITEM 5. OTHER EVENTS
On December 16th, 1998, the Board of Directors of Beryllium International
Corporation amended the warrant agency agreement by extending the expiration
date on both the 24-Month warrants and the 48-Month Warrants from December 31,
1998, to December 31, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
c. Exhibits
4 -- Resolution extending expiration date of 24-Month and
48-Month Warrants
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
BERYLLIUM INTERNATIONAL CORPORATION
/s/ Gerald M. Park
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Gerald M. Park
Vice President
Dated: December 16, 1998
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EXHIBIT 4
RESOLUTION OF
BERYLLIUM INTERNATIONAL CORPORATION
WHEREAS, there are certain warrants which are due to expire on December 31,
1998: and under the terms of Article 11, Sec. 2.01 and Sec. 2.02 of the Warrant
Agency Agreement,
WHEREAS, the Company is authorized at its option at any time and from time
to time to extend the date until which such warrants may be exercised; and
WHEREAS, the Board of Directors of the Company may extend such date in order
to avoid or defer any adverse federal income tax consequences that might be
incurred in the event that such warrants to expire unexercised; and
WHEREAS, it has been determined by the Board of Directors that an extension
is desireable in order to avoid or defer any adverse federal income tax
consequences due to the position of the Internal Revenue Service that if the
warrants expire unexercised, the Company is recognized to have received taxable
income at the time of such expiration.
NOW, THEREFORE, BE IT RESOLVED:
That those 24-Month and 48 Month Warrants which are pre-determined to expire
on or about December 31, 1998, shall be extended to the date of 5:00 P.M.
Mountain Time, December 31, 1999, under the same terms and conditions as
exists with respect to the present warrants, with the exception of the
expiration date provisions of Article II of the Warrant Agency Agreement.
Dated the 16th day of December, 1998
/s/ Gerald M. Park
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Gerald M. Park
Vice President-Treasurer
CERTIFICATION
I certify that on December 15th, 1998, the foregoing Resolution was
presented to the Board of Directors of BERYLLIUM INTERNATIONAL CORPORATION
wherein there were three votes in favor and none against.
/s/ R. Dennis Ickes
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R. Dennis Ickes
Secretary
By: /s/ Gerald M. Park
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WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
Section 2.01. (1) Each 24-Month Warrant shall entitle the Warrant Holder,
subject to the provisions of the 24-Month Warrant Certificate and of this
Agreement, to purchase from the Company at any time after its date of issuance
and at or before 5:00 P.M., Mountain time, on the 24-Month Warrant Expiration
Date as defined in Section 2.02(1), the number of shares of Common Stock stated
therein, at the price of $4.00 per share, subject to the adjustment as provided
in Article III hereof, payable in full at the time of purchase in the manner
provided in Section 2.03. The term "24-Month Warrant Price" as used in this
Agreement refers to the foregoing price per share of Common Stock as such price
may be adjusted from time to time pursuant to Article III hereof.
(2) Each 48-Month Warrant shall entitle the Warrant Holder, subject to the
provisions of the 48-Month Warrant Certificate and of this Agreement, to
purchase from the Company at any time after its date of issuance and at or
before 5:00 P.M., Mountain time, on the 48-Month Warrant Expiration Date as
defined in Section 2.02(2), the number of shares of Common Stock stated therein,
at the price of $5.33 per share, subject to adjustment as provided in Article
III hereof, payable in full at the time of purchase in the manner provided in
Section 2.03. The term "48-Month Warrant Price" as used in this Agreement refers
to the foregoing price per share of Common Stock as such price may be adjusted
from time to time pursuant to Article III hereof.
Section 2.02. (1) Subject to the provisions of Section 4.01, paragraph (4)
of Section 4.03, and paragraphs 1 and 4 on the reverse side of the 24-Month
Warrant Certificate, the 24-Month Warrants may be exercised at any time at or
before 5:00 P.M., Mountain December 31, 1999 provided that the Company may, at
its option, at any time and from time to time, extend the date until which the
24-Month Warrants may be exercised, upon five days' notice to the Warrant Agent
to a date determined by the Board of Directors of the Company, or reduce the
24-Month Warrant Price, if, in the opinion of the Board of Directors of the
Company, such extension or reduction is desirable in order to avoid or defer
any adverse federal income tax consequences that might be incurred by the
Company in the event that the 24-Month Warrants were to expire unexercised, and
further provided that if any such date shall not be a Business Day, then at or
before 5:00 P.M., Mountain time, on the next following Business Day. The latest
date and time until such 24-Month Warrants may be exercised is herein sometimes
called the "24-Month Warrant Expiration Date." Subject to the provisions of
Section 4.04, each 24-Month Warrant not exercised at or before 5:00 P.M.,
Mountain time, on the 24-Month Warrant Expiration Date, shall become void and
shall be converted automatically into the right to receive shares of Common
Stock of the Company at the conversion rate of one share of Common Stock for
each one hundred shares that may have been purchased under such 24-Month
Warrant immediately prior to the 24-Month Warrant Expiration Date. The Warrant
holder may receive any shares to which he is entitled upon the expiration and
conversion of his 24-Month Warrants by surrendering his 24-Month Warrant
Certificates, with the Subscription Form thereon duly executed, to the Warrant
Agent at its corporate office; whereupon the Warrant Agent shall act in
accordance with Section 2.03(2).
(2) Subject to the provisions of Section 4.01, paragraph (4) of Section
4.03, and paragraphs 1 and 4 on the reverse side of the 48-Month Warrant
Certificate, the 48-Month Warrants may be exercised at any time at or before
5:00 P.M., Mountain December 31, 1999 provided that the Company may, at its
option, at any time and from time to time, extend the date until which the
48-Month Warrants may be exercised, upon five days' notice to the Warrant Agent
to a date determined by the Board of Directors of the Company, or reduce the
48-Month Warrant Price, if, in the opinion of the Board of Directors of the
Company, such extension or reduction is desirable in order to avoid or defer any
adverse federal income tax consequences that might be incurred by the Company in
the event that the 48-Month Warrants were to expire unexercised, and further
provided that if any such date shall not be a Business Day, then at or before
5:00 P.M., Mountain time, on the next following Business Day. The latest date
and time until such 48-Month Warrants may be exercised is herein sometimes
called the "48-Month Warrant Expiration Date." Subject to the provisions of
Section 4.04, each 48-Month Warrant not exercised at or before 5:00 P.M.,
Mountain time, on the 48-Month Warrant Expiration Date, shall become void and
shall be converted automatically into the right to receive shares of Common
Stock of the Company at the conversion rate of one share of Common Stock for
each one hundred shares that may have been purchased under such 48-Month Warrant
immediately prior to the 48-Month Warrant Expiration Date. The Warrant holder
may receive any shares to which he is entitled upon the expiration and
conversion of his 48-Month Warrants by surrendering his 48-Month Warrant
Certificates, with the Subscription Form thereon duly executed, to the Warrant
Agent at its corporate office; whereupon the Warrant Agent shall act in
accordance with Section 2.03(2).
