CAMPBELL RESOURCES INC /NEW/
8-K, 2000-05-24
GOLD AND SILVER ORES
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<PAGE>   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)
                                  May 19, 2000

                                   ----------

                             CAMPBELL RESOURCES INC.
             (Exact name of registrant as specified in its charter)

                                     CANADA
                         (Jurisdiction of Incorporation)

                           Commission File No. 1-8488

                                      NONE
                      (I.R.S. Employer Identification No.)

                                   Suite 1910
                            120 Adelaide Street West
                                Toronto, Ontario
                                 Canada, M5H 1T1
                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (416) 366-5201


                                   ----------

                                 NOT APPLICABLE

          (Former name or former address, if changed since last report)


<PAGE>   2




Item 1            Change in Control of Registrant

                  N/A

Item 2            Acquisition or Disposition of Assets

                  N/A

Item 3            Bankruptcy or Recievership

                  N/A

Item 4            Changes in Registrant's Certifying Accountants

                  N/A

Item 5            Other Events

                  Following shareholder approval, Campbell Resources Inc. filed
                  Articles of Amendment effecting the one-for-ten-share
                  consolidation.

                  Shareholders voted 113,973,684 or 95% of the votes cast in
                  favour of the consolidation/reverse split with 5,918,788 votes
                  cast against and 719,106 votes withheld. The shares are
                  expected to commence trading on a post-consolidated basis on
                  May 26, 2000.

                  As a result of the consolidation, Campbell Resources has
                  approximately 15,720,000 shares outstanding. Conversion rights
                  and options have been adjusted to reflect the
                  consolidation/reverse split.




<PAGE>   3




                                   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.

                                         CAMPBELL RESOURCES INC.




                                         Per:/s/"LORNA D. MACGILLIVRAY"
                                                -------------------------
                                                 Lorna D. MacGillivray
DATE:  May 19, 2000                              Vice President, Secretary and
       --------------                            General Counsel
<PAGE>   4





                             CAMPBELL RESOURCES INC.
                             FORM 8K - MAY 19, 2000

                                  EXHIBIT INDEX



                  4        Instruments defining rights of security holders,
                           including indentures.

                           Articles of Amendment effecting a one-for-ten share
                           consolidation/reverse split.





<PAGE>   1

[CANADA NATIONAL FLAG]  Industry Canada

Certificate
of Amendment

Canada Business
Corporation Act.
- --------------------------------------------------------------------------------
CAMPBELL RESOURCES INC.                                    135848-1


- ------------------------                                -----------------------
Name of corporation                                     Corporation number

I hereby certify that the articles of the
above-named corporation were amended:

a)   under section 13 of the Canada Business Corporations Act in     [ ]
     accordance with the attached notice;

b)   under section 27 of the Canada Business Corporations Act as     [ ]
     set out in the attached articles of amendment designating a
     series of shares;

c)   under section 179 of the Canada Business Corporations Act as    [x]
     set out in the attached articles of amendment;

d)   under section 191 of the Canada Business Corporations Act as    [ ]
     set out in the attached articles of reorganization;



/s/                                            May 19, 2000
- ----------------                               --------------------
Director                                       Date of Amendment

- --------------------------------------------------------------------------------
[CANADA LOGO]
<PAGE>   2


Industry Canada                      FORM 4
                             ARTICLES OF AMENDMENT
Canada Business               (SECTION 27 OR 177)
Corporation Act

- --------------------------------------------------------------------------------
1-Name of the Corporation                             2- Corporation No.

Campbell Resources Inc.                                  135848-1
- --------------------------------------------------------------------------------
3- The articles of the above named corporation are amended as follows:

All of the authorized, issued and outstanding Common Shares are consolidated on
the basis of one consolidated Common Share for every ten pre-consolidation
Common Shares and any resulting fractional consolidated Common Shares are
cancelled without any repayment of capital or other compensation whatsoever



























- --------------------------------------------------------------------------------
Date               Signature                      Title

MAY 19, 2000       /s/ Lorna D. MacGillivray      Vice President Secretary and
                   Lorna D. MacGillivray          General Counsel
- --------------------------------------------------------------------------------
                                                  For Department use only

[CANADA LOGO]                                     Filed    May 19, 2000


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