As filed with the Securities and Exchange Commission on March 19, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 16, 1999
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ELXSI Corporation
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(Exact name of Registrant as Specified in Charter)
Delaware 0-11877 77-0151523
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(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3500 Rio Vista Avenue, Suite A, Orlando, Florida 32805
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (407) 849-1090
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(Former Name or Former Address, if Changed Since Last Report
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ITEM 5. OTHER EVENTS.
Rights Agreement Amendment and Standstill Agreement.
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On March 16, 1999, ELXSI Corporation (the "Company" or the
"Registrant") entered into a: (1) Rights Agreement Amendment, dated as of March
16, 1999 (the "Rights Agreement Amendment"), between the Company and Continental
Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"), pursuant
to which there were implemented certain amendments to the Rights Agreement,
dated as of June 4, 1997, between the Company and the Rights Agent under which
the Company's common stock purchase rights ("Rights") were issued, and (2)
Standstill Agreement, dated as of March 16, 1999 (the "Kellogg Standstill
Agreement), among the Company, Alexander M. Milley (the Chairman, President and
Chief Executive Officer of the Company) and the "Kellogg Persons" party thereto.
The Rights as amended by virtue of the Rights Agreement Amendment have
been registered under the Securities Exchange Act of 1934, as amended, under a
Form 8-A/A Registration Statement (Post-Effective Amendment No. 1) dated and
filed by the Company with the Securities and Exchange Commission (the
"Commission") on March 19, 1999. Such Registration Statement includes a
description of the Rights Agreement Amendment and the Kellogg Standstill
Agreement and conformed copies thereof filed as Exhibits. Reference is hereby
made to such description and Exhibits for more complete disclosures with respect
to the Rights Agreement Amendment and Kellogg Standstill Agreement.
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ITEM 7(c) EXHIBITS.
Included in these Exhibits is a Certificate of Amendment to the
Restated Certificate of Incorporation of the Registrant that was approved by its
stockholders at its 1998 Annual Meeting of Stockholders and made effective
shortly thereafter. It is being filed herewith only to place the same on file
with the Commission.
Exhibit Number Description of Exhibit
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3.3 Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant dated May 19, 1998
4.17 Rights Agreement, dated as of June 4, 1997, between the
Registrant and Continental Stock Transfer & Trust Company, as
Rights Agent (Incorporated herein by reference to Exhibit 4.17
to the Registrant's Form 8-A Registration Statement dated and
filed with the Commission on June 10, 1997 (File No. 0-11877))
4.18 Rights Agreement Amendment, dated as of March 16, 1999,
between the Registrant and Continental Stock Transfer & Trust
Company, as Rights Agent (Incorporated herein by reference to
Exhibit 2 to the Registrant's Form 8-A/A Registration
Statement (Post-Effective Amendment No. 1) dated and filed
with the Commission on March 19, 1999 (File No. 0-11877))
4.19 Standstill Agreement, dated as of March 16, 1999, among the
Registrant, Alexander M. Milley and the "Kellogg Persons"
party thereto (Incorporated herein by reference to Exhibit 3
to the Registrant's Form 8-A/A Registration Statement
(Post-Effective Amendment No. 1) dated and filed with the
Commission on March 19, 1999 (File No. 0-11877))
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SIGNATURE
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.
ELXSI CORPORATION
Dated: March 19, 1999 By: /s/ ALEXANDER M. MILLEY
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Alexander M. Milley
President
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EXHIBIT INDEX
Exhibit No. Description Page
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3.3 Certificate of Amendment of Restated 6
Certificate of Incorporation of the
Registrant dated May 19, 1998
4.17 Rights Agreement, dated as of June 4, 1997,
between the Registrant and Continental
Stock Transfer & Trust Company, as Rights
Agent (Incorporated herein by reference to
Exhibit 4.17 to the Registrant's Form 8-A
Registration Statement dated and filed with
the Commission on June 10, 1997 (File No.
0-11877))
4.18 Rights Agreement Amendment, dated as of
March 16, 1999, between the Registrant and
Continental Stock Transfer & Trust Company,
as Rights Agent (Incorporated herein by
reference to Exhibit 2 to the Registrant's
Form 8-A Registration Statement dated and
filed with the Commission on March 19,
1999 (File No. 0-11877))
4.19 Standstill Agreement, dated as of March 16,
1999, among the Registrant, Alexander M.
Milley and the "Kellogg Persons" party
thereto (Incorporated herein by reference
to Exhibit 3 to the Registrant's Form 8-A
Registration Statement dated and filed with
the Commission on March 19, 1999 (File No.
0-11877))
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EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
ELXSI CORPORATION
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware
* * *
ELXSI Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted setting forth a proposed amendment to the Restated
Certificate of Incorporation of the Corporation (as previously amended and
corrected), declaring said amendment to be advisable and directing that said
proposed amendment be considered at the next annual meeting of the stockholders
of the Corporation; and that the resolution setting forth said proposed
amendment is as follows:
RESOLVED, that the Restated Certificate of
Incorporation of the Corporation (as previously amended and
corrected) be amended by: (i) deleting Section A of Article
FOURTH thereof in its entirety and (ii) adding in lieu
thereof a new Section A of Article FOURTH, to read in its
entirety as follows:
"A. The total number of shares of all
classes of stock which the Corporation is
authorized to issue is Sixty-Five Million
(65,000,000) shares, consisting of (i) Sixty
Million (60,000,000) shares of common stock,
par value $.001 per share ("Common Stock"), and
(ii) Five Million (5,000,000) shares of
preferred stock, par value $.002 per share
("Preferred Stock")."
SECOND: That thereafter, pursuant to resolutions of the Board of
Directors of the Corporation, an annual meeting of the stockholders of the
Corporation was duly called and held, upon notice in accordance with Section 222
of the General Corporation Law of the State of Delaware, at which meeting the
number of shares necessary to authorize such amendment were voted in favor of
such amendment.
THIRD: That such amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its officers thereunto duly authorized this 19th day of May, 1998.
By: /s/ ALEXANDER M. MILLEY
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Alexander M. Milley
President
