1
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
Date of Report (Date of earliest event reported) June 25, 1996
MB Software Corporation
(Exact name of registrant as specified in its charter)
Colorado 0-11808 59-2219994
(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
2225 E. Randol Mill Road, Suite 305 Arlington, Texas 76011
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (817) 633-9400
<PAGE>
Item 5. Other Events
At the annual meeting of the Company on June 18, 1996, the following items were
approved.
a) Election of the Board of Directors:
Name Position
------------------ ----------------------------
Scott A. Haire Chairman of the Board, Chief
Executive Office and President
Robert E. Gross Director
Araldo A. Cossutta Director
Steven W. Evans Director
Thomas J. Kirchhofer Director
b) Approval of King, Burns & Company, P.C. as the Company's independent public
account for the year 1996.
c) Amendment to Articles of Incorporation to increase the number of shares of
Common Stock authorized and available for issuance from 50,000,000 to
100,000,000. Change the name of the Company for INAV Travel Corporation to
MB Software Corporation. Effective July 1, 1996 the Company's stock symbol
is MBSC. Shareholders of stock in the name of Twisttee Treat and/or INAV
Travel Corporation need not surrender their certificates.
Item 7. Financial Statements and Exhibits.
None
Exhibits.
The following is a list of exhibits filed as part of this Current Report on
Form 8-K.
Amended and Restated Articles 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 by the
undersigned hereunto duly authorized.
MB Software Corporation
Date: June 28, 1996 /s/ Scott A. Haire
-----------------------
Scott A. Haire, Chairman of the Board,
Chief Executive Officer and President
(Principal Financial Officer)
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
MB SOFTWARE CORPORATION
The undersigned natural person, more than eighteen years of ago, hereby
establishes a corporation pursuant to the statutes of Colorado and adopts the
following articles of incorporation:
FIRST: The name of the corporation is MB Software Corporation.
SECOND: The corporation shall have perpetual existence.
THIRD: (a) The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the laws of Colorado.
(b) In furtherance of the foregoing purposes, the corporation shall have
and may exercise all of the rights, powers, and privileges now or hereafter
conferred upon corporations organized under the laws of the state of Colorado.
In addition, it may do everything necessary, suitable or proper for the
accomplishment of any of its corporate purposes.
FOURTH: (a) The aggregate number of shares which the corporation shall have
authority to issue is 100 million shares of common stock, each having a par
value of $.001.
(b) Each shareholder of record shall have one vote for each share standing
in his or her name on the books of the corporation and entitled to vote, except
that in the election of directors he or she shall have the right to vote such
number of shares for as many persons as there are directors to be elected.
Cumulative voting shall not be allowed in the election of directors or for any
other purpose.
<PAGE>
(c) No shareholder of the corporation shall have any preemptive or similar
right to acquire any additional unissued or treasury shares of stock or for
other securities of any class, or for rights, warrants or options to purchase
stock or for scrip, or for securities of any kind convertible into stock or
carrying stock purchase warrants or privileges.
(d) The board of directors may from time to time distribute to the
shareholders in partial liquidation, out of stated capital or capital surplus of
the corporation, a portion of its assets, in cash or property, subject to the
limitations contained in the statutes of Colorado.
FIFTH: The board of directors of shall be composed of not less than three
nor more than eight directors.
SIXTH: The address of the initial registered office of the corporation is
6650 E. Belleview Avenue, Englewood, Colorado 80111. The name of the initial
registered agent at such address is Gary A. Agron.
SEVENTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the same are
in furtherance of and not in limitation of the powers conferred by law:
No contract or other transaction of the corporation with any other persons,
firm or corporation, in which this corporation is interested, shall be affected
or invalidated by (a) the fact that any one or more of the directors or officers
of this corporation is interested in or is a director or officer of such other
firm or corporation; or (b) the fact that any director or officer of this
corporation, individually or jointly with others, may be a party to or may be
interested in any such contract or transaction. Each person who may become a
director or officer of the corporation is hereby relieved from any liability
which might otherwise arise by reason of his contracting with the corporation
for the benefit of himself or any firm or corporation in which he may be in any
way interested.
EIGHTH: The name and address of the incorporator is:
Gary A. Agron
6950 E. Belleview Avenue
Englewood, CO 80111
DATED this 20th day of June, 1996.
488877/D
