SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (X)
Pre-Effective Amendment No. ......... ( )
Post-Effective Amendment No. 66 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 (X)
Amendment No. 66
INVESTORS RESEARCH FUND, INC.
(Exact Name of Registrant as Specified in Charter)
3916 State Street, Suite 3C, Santa Barbara, California 93105
(Address of Principal Executive Offices)
Registrant's Telephone Number: (805) 569-3253
Hugh J. Haferkamp, Esq.
222 E. Carrillo Street, Suite 207, Santa Barbara, California 93101
(Name and Address of Agent for Service)
Copies to:
Dr. Francis S. Johnson
President
Investors Research Fund, Inc.
3916 State Street, Suite 3C
Santa Barbara, CA 93105
Approximate Date of Proposed Public Offering: January 30, 1996
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[X] 60 days after filing pursuant to paragraph (a)(1) 485A-POS
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485
If appropriate check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
INVESTORS RESEARCH FUND, INC.
We, the undersigned, being all of the duly qualified directors of INVESTORS
RESEARCH FUND, INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware
DO HEREBY CERTIFY:
FIRST: That Article IV of the Certificate of Incorporation be and it hereby
is amended to read in its entirety as follows:
"The total number of shares of stock which the Corporation shall have
authority to issue is Two Million (2,000,000). All shares shall
be of one class and of the par value of One Dollar ($1.00) per
share.
"The minimum amount of capital with which the Corporation shall
commence business is One Hundred Thousand Dollars ($100,000.00)."
SECOND: That the first paragraph of Article V of the Certificate of
Incorporation now reading as follows:
"The holders of the shares of capital stock of the Corporation shall
be entitled at any time upon written request and surrender of the
certificates for any or all such shares, to cause such shares to
be redeemed by the Corporation at the redemption price and upon
the conditions hereinafter set forth; provided, always, that
under applicable law of the State of Delaware funds shall be
legally available to the Corporation for the purpose of effecting
such redemption. (As used in this Article V the terms "redeemed"
and "redemption" shall be deemed to mean "purchase," and the
right of shareholders granted herein to cause their shares to be
redeemed shall be satisfied by the purchase of their shares by
the Corporation.)"
be and it hereby is amended to read in its entirety as follows:
"The holders of the shares of capital stock of the Corporation shall
be entitled at any time, after 59,060 or more shares of the
capital stock of the Corporation have been issued and paid for,
upon written request and surrender of the certificates for any or
all such shares, to cause such shares to be redeemed by the
Corporation at the redemption price and upon the conditions
hereinafter set forth; provided, always, that under applicable
laws of the State of Delaware funds shall be legally available to
the Corporation for the purpose of effecting such redemption. (As
used in this Article V the terms "redeemed" and "redemption"
shall be deemed to mean "purchase," and the right of shareholders
granted herein to cause their shares to be redeemed shall be
satisfied by the purchase of their shares by the Corporation.)"
THIRD: That no part of the capital of said corporation has been paid.
IN WITNESS WHEREOF, we have signed this certificate this 17th day of January
1959.
John R. Noble Charles Dager
Michael A. Aquino Arthur A. Henzell
Jean H. Caloudes Anthony Guntermann
T. Preston Webster
<PAGE>
EXHIBIT A
Amendment to Article IV of the Certificate of Incorporation of Investors
Research Fund, Inc., adopted at a Special meeting of Shareholders geld on July
16, 1968:
"IV. The total number of shares which the corporation shall have authority
to issue is five million (5,000,000) shares. All shares shall be of
one class and of the par value of One Dollar ($1.00) per share. The
aggregate par value of said shares shall be Five Million Dollars
($5,000,000.00).
"The minimum amount of capital with which the corporation shall commence
business is One Hundred Thousand Dollars ($100,00.00).
"On the effective date of this amendment each share of $1.00 par value
common stock outstanding immediately preceding the effective date of
this amendment is subdivided, converted and reclassified into three
(3) shares of common stock of the par value of $1.00 each."
Undertaking to File Reports
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to
file with the Securities and Exchange Commission such supplementary
and periodic information, documents, and reports as may be prescribed
by any rule or regulation of the Commission heretofore or hereafter
duly adopted pursuant to authority conferred in that section.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 28 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Santa Barbara and State of
California on the 16th day of July 1968.
INVESTORS RESEARCH FUND, INC.
(Registrant)
By___________________________
John R. Noble, President
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
INVESTORS RESEARCH FUND, 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 at a meeting of the Board of Directors of INVESTORS RESEARCH
FUND, INC., held on November 25, 1980, a resolution was duly adopted
setting forth a proposed amendment to the Certificate of Incorporation
of said corporation, declaring said amendment to be desirable and
directing that it be presented at the annual meeting of shareholders
for their consideration. The resolution setting forth the proposed
amendment is as follows:
NOW, THEREFORE, BE IT RESOLVED: That Article IV of the Certificate of
Incorporation of this corporation be amended to read:
"IV. The total number of shares which the corporation shall have
authority to issue is Ten Million (10,000,000) shares. All shares
shall be of one class and of the par value of One Dollar ($1.00)
per share. The aggregate par value of said shares shall be Ten
Million Dollars ($10,000,000.00)."
On the effective date of this amendment, two (2) shares of $1.00 par
value common stock outstanding immediately preceding the effective
date of this amendment are subdivided, converted and reclassified into
three (3) shares of common stock of the par value of $1.00 each.
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
at the annual meeting of shareholders of said corporation, and after
notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware, 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, the said INVESTORS RESEARCH FUND, INC., has caused its
corporate seal to be hereunto affixed and this certificate to be signed by JOHN
R. NOBLE, its President, and FRANCIS S. JOHNSON, its Secretary, this 29th day of
January, 1981.
INVESTORS RESEARCH FUND, INC.
BY:__________________________
John R. Noble, President
BY:______________________________
Francis S. Johnson, Secretary
