SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (date of earliest event reported) May 7, 1996
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LASER MASTER INTERNATIONAL, INC.
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(Exact name of Registrant as specified in its Charter)
New York
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(State or other jurisdiction of incorporation)
2-76262-NY 11-2564587
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Commission File No. I.R.S. Employer Identification
Number
1000 First Street, Harrison, NJ 07029
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Address of principal executive Zip Code
offices
(201) 482-7200
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Registrant's telephone number, including area code
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ITEM 5. OTHER EVENTS
The Registrant ("Company"), on May 7, 1996, pursuant to Shareholder
approval, amended its Certificate of Incorporation, so as to increase the
authorized Common Stock from 8,000,000 shares $.01 par value to 50,000,000
shares $.01 par value.
Additionally, Shareholders ratified and approved the establishment
of a Qualified Stock Option Plan for Key Employees and Officers of the
Company of up to 10,000,000 shares $.01 par value. All options to be granted
at the fair market value and issued at the discretion of the Board.
Shareholders also approved the ratification of a Non-Qualified
Stock Option Plan for Officers, Directors and Consultants for up to
10,000,000 shares $.01 par value to be issued at fair market value. The
vesting provisions of the Qualified Stock Option Plan are to be in accordance
with the Internal Revenue Service Rules and Regulations with respect to
vesting of option grants and/or at the discretion of the Board of Directors
of the Company. The vesting provisions for the Non-Qualified Stock Option
Plan are to be determined by the Board of Directors at the Board's
discretion.
EXHIBITS
1. Copy of Amendment to the Certificate of Incorporation.
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
of the undersigned hereunto duly authorized.
Dated: Harrison, New Jersey
May 20, 1996
LASER MASTER INTERNATIONAL, INC.
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(Registrant)
/s/
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Mendel Klein, President
Exhibit 1 - Form of
Certificate of Amendment
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION OF
LASER MASTER INTERNATIONAL, INC.
Under Section 805 of the Business Corporation Law
IT IS HEREBY CERTIFIED THAT:
(1) The name of the corporation is
LASER MASTER INTERNATIONAL, INC.
(2) The Certificate of Incorporation was filed at the Department of State
of the State of New York on the 5th day of May, 1981, under the original name of
Laser Craft Industries, Inc.
(3) The Certificate of Incorporation is hereby amended to effect the
following changes:
Article 4 of the Certificate of Incorporation which states that the number
of shares which the corporation shall have the authority to issue is amended to
increase such number from Eight Million (8,000,000) common shares with a par
value of $.01 each to Fifty Million (50,000,000) common shares with a par value
of $.01 each. Article 4 of the Certificate of Incorporation is restated as
follows:
"(4) The aggregate number of shares which the Corporation shall have
the authority to issue is Fifty Million (50,000,000) shares all of
which are to have a par value of one cent ($.01)."
(4) The foregoing amendment was approved and authorized by a majority of
the Board of Directors followed by the approval by a majority vote of the
holders of all outstanding shares entitled to vote thereon at a meeting of
shareholders, held on May 7, 1996.
IN WITNESS WHEREOF, this Certificate has been subscribed this day of May
1996 by the undersigned, who affirm that the statements made herein are true
under the penalties of perjury.
Mendel Klein /s/
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President
Leah Klein /s/
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Secretary
