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
May 29, 1998
(Date of earliest event reported)
The American Education Corporation
(Exact name of registrant as specified in its charter)
Colorado
(State or other jurisdiction of incorporation)
0-11078
Commission File Number
84-0838184
IRS Employer Identification No.
7506 North Broadway Extension, Suite 505,
Oklahoma City, Oklahoma 73116
(Address of principal executive office)(Zip Code)
(405) 840-6031
Registrant's telephone number, including area code
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
On May 29, 1998 the Company held its annual meeting of
shareholders. At the annual meeting, the shareholders of the
Company approved, among other things, an amendment to the
Company's Articles of Incorporation to increase the Company's
authorized common stock from 15,000,000 shares to 30,000,000
shares. On or about June 3, 1998 the Company filed with the
Colorado Secretary of State Amended and Restated Articles of
Incorporation to reflect the amendment approved at the
shareholders' meeting. The text of the Amended and Restated
Articles of Incorporation is attached hereto as Exhibit "3.1".
Item 6. Resignations of Registrant's Directors
Not Applicable
Item 7. Financial Statements and Exhibits
(c) Exhibit 3.1
Amended and Restated Articles of Incorporation of the
Registrant are filed as Exhibit 3.1 to this report.
Item 8. Change in Fiscal Year
Not Applicable
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Not Applicable
Signatures
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
The American Education Corporation
Date: June 9, 1998,
By:/s/Jeffrey E. Butler, Sr.
Chairman of the Board of Directors
President and Chief Executive Officer
AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
THE AMERICAN EDUCATION CORPORATION
The undersigned Corporation, for purposes of amending and
restating its Articles of Incorporation in accordance with the
Colorado Business Corporation Act, hereby adopts the following
amended and restated Articles of Incorporation for such
Corporation:
1. The name of the Corporation is The American Education
Corporation.
2. The text of the Amended and Restated Articles of
Incorporation is as follows:
"FIRST: The name of the corporation is The American
Education Corporation.
SECOND: The period of its duration is perpetual.
THIRD: The purposes for which this corporation is
organized are to design, develop, test, manufacture
and/or sell medical devices and medical technology, to
engage in all other activities related to such business
and to engage in and do any lawful act concerning any and
all lawful business for which corporations may be
organized under the laws of Colorado, now or hereafter in
effect.
FOURTH: The aggregate number of shares of common stock
which the Corporation shall have authority to issue
is 30,000,000, each share to have a par value of $.025.
The aggregate number of shares of preferred stock which
the Corporation shall have authority to issue is
50,000,000, each share to have a par value of $.001.
The Corporation may issue the preferred shares in series.
Shares of each such series when issued shall be
designated to distinguish them from shares of all other
series. The Board of Directors of the Corporation is
hereby expressly authorized, by resolution or by
resolutions, to provide out of the unissued preferred
shares, for the issuance of one or more series of
preferred shares and to fix the number of shares
included in any or all series of preferred shares
and any and all of the designations, relative rights,
preferences and limitations of any or all such series.
FIFTH: Cumulative voting of shares of stock is
not permitted.
SIXTH: Shareholders shall not have pre-emptive
rights to acquire additional unissued or treasury shares
of the corporation.
SEVENTH: All lawful restrictions on the sale or
other disposition of shares may be placed upon all or a
portion or portions of the certificates evidencing the
corporation's shares.
EIGHTH: The address of the registered office is
8163 South Emerson, Littleton, Colorado 80122, and the
name of the registered agent at such address is Jeffrey
E. Butler.
NINTH: Meetings of shareholders may be held at such time
and place as the Bylaws shall provide. One-third of the
shares entitled to vote represented in person or by proxy
shall constitute a quorum at any meeting of the shareholders.
TENTH: The number of directors to be elected at the annual
meeting of shareholders or at a special meeting called for
the election of directors shall not be less than three (3)
nor more than nine (9), the exact number to be fixed by the
By-Laws.
ELEVENTH: The name and address of the incorporator is
Robert M. Bearman, 1420 Western Federal Savings Building,
Denver, Colorado 80202.
TWELFTH: The officers, directors and other members of
management of this corporation shall be subject to the
doctrine of corporate opportunities only insofar as it
applies to business opportunities in which this
corporation has expressed an interest as determined from
time to time by the corporations Board of Directors as
evidenced by resolutions appearing in the corporation's
Minutes. When such areas of interest are delineate, all
such business opportunities within such areas of interest
which come to the attention of the officers, directors and
other members of management of this corporation shall be
disclosed promptly to this corporation and made available
to it. The Board of Directors may reject any business
opportunity presented to it and thereafter any officer,
director or other member of management may avail himself
of such opportunity. Until such time as this corporation,
through its Board of Directors, has designated an area of
interest, the officers, directors and other members of
management of this corporation shall be free to engage in
business opportunities in such areas of interest on their
own and this doctrine shall not limit the rights of an
officer, director or other member of management of this
corporation to continue a business existing prior to the
time that such area of interest is designated by this
corporation. This provision shall not be construed to
release any employee of the corporation (other than an
officer, director or member of management) from any
duties which he may have to the corporation.
THIRTEENTH: The Board of Directors of the corporation may,
from time to time, distribute to the corporation's
shareholders in partial liquidation, out of stated capital
or capital surplus of the corporation, a portion of its
assets, in cash or properties, and, if at the time the laws
of Colorado so permit, purchase outstanding shares with
stated capital or capital surplus of the corporation if (a)
at the time the corporation is solvent; (b) such distribution
or purchase would not render the corporation insolvent; (c)
all cumulative dividends on all preferred or special classes
of shares entitled to preferential dividends shall have been
paid fully; (d) the distribution or purchase would not
reduce the remaining net assets of the corporation below the
aggregate preferential amount payable in the event of
voluntary liquidation to the holders of shares having
preferential rights to the assets of the corporation in
the event of liquidation; (e) the distribution or purchase
is not made out of capital surplus arising from unrealized
appreciation of assets or re-evaluation of surplus; and (f)
as regards a distribution, the distribution is identified as
a distribution in partial liquidation, out of stated capital
or capital surplus, and the source and amount per share paid
from each source is disclosed to all of the shareholders of
the corporation concurrently with the distribution thereof.
FOURTEENTH: When with respect to any action to be
taken by shareholders of this corporation, the Colorado
Corporation Code requires the vote or concurrence of the
holders of two-thirds of the outstanding shares, of the
shares entitled to vote thereon, or of any class or
series, such action may be taken by the vote or
concurrence of a majority of such shares or class or
series thereof.
FIFTEENTH: Subject to repeal by action of the shareholders,
the Board of Directors of this corporation is authorized to
adopt, confirm, ratify, alter, amend, rescind, and repeal
Bylaws or any portion thereof from time to time.
SIXTEENTH: The Corporation shall indemnify any
and all of its directors or officers or former directors
or officers or any person who may have served at its
request as a director or officer of another corporation
in which it owns shares of capital stock or of which it
is a creditor, against expenses actually and necessarily
incurred by them, in connection with the defense of any
action, suit or proceeding in which they, or any of them,
are made parties, or a party, by reason of being or
having been directors or officers of the corporation, or
of such other corporation, except in relation to matters
to which any such director or officer or former director
or person shall be adjudged in such action, suit or
proceeding to be liable for gross negligence or willful
misconduct in the performance of duty. Such
indemnification shall not be deemed exclusive of any
other rights to which those indemnified may be entitled,
under any by-law agreement, vote of shareholders or
otherwise.
SEVENTEENTH: No contract or other transaction
between the corporation and one or more of its directors
or any other corporation, firm, association, or entity in
which one or more of its directors are directors or
officers or are financially or otherwise interested shall
in any way be affected or invalidated by such
relationship. Any director of the corporation,
individually, or any firm with which such director is
affiliated, may be a party to or may be financially or
otherwise interested in any contract or transaction of
the corporation, provided, however, that the fact that he
or such firm is so interested shall be disclosed or shall
have been known to the Board of Directors of the
corporation, or a majority thereof, at or before the
entering into such contract or transaction; and any
director of the corporation who is also a director or
officer of such other corporation, or who is so
interested in such other entity, may be counted in
determining the existence of a quorum at any meeting of
the Board of Directors of the corporation which shall
authorize such contract or transact with like force and
effect as if he were not such director or officer of such
other corporation or not so interested in such other
entity."
3. The above Amended and Restated Articles of Incorporation
contains an amendment at Article IV that was adopted by the
shareholders at the Annual Meeting of the shareholders held on May
29, 1998. The number of votes cast for the amendment was
sufficient for approval of the amendment.
4. The remaining Articles of Incorporation were merely
restatements that were adopted by the board of directors without
shareholder action.
THE AMERICAN EDUCATION CORPORATION
BY: /s/Jeffrey E. Butler
Chief Executive Officer
Dated: May 29, 1998
