SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (earliest event reported) November 18, 1996
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ACCELR8 TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 0-11485 84-1072256
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
303 East Seventeenth Avenue, Suite 108, Denver, Colorado 80203
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 863-8088
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(Former name or former address, if changed since last rport.)
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Item. 5. Other Events
On November 18, 1996, the Registrant filed with the Colorado Secretary of
State's Office Articles of Amendment (the "Articles of Amendment") to its
Articles of Incorporation, as amended, pursuant to which (i) the number of
authorized shares of Common Stock of the Registrant was decreased from
55,000,000 shares to 11,000,000 shares and (ii) a reverse stock split in the
Common Stock in the ratio of one-for-four was effected. As a result of the
reverse stock split, the Registrant's issued and outstanding shares of Common
Stock was reduced from 21,970,000 to 5,492,500 shares. This summary of the terms
and conditions of the amendments to the Registrant's Articles of Incorporation
is qualified in its entirety by reference to the Articles of Amendment that were
filed, a copy of which is attached hereto as Exhibit 5.1.
Further, on November 19, 1996, the Common Stock of the Registrant began
trading on the Nasdaq National Market System under the symbol "ACLYD" on a post
reverse stock split basis.
(b) Exhibits
Exhibit No. Description Location
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5.1 Articles of Amendment to Articles
of Incorporation, as amended, 3
of Registrant
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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.
ACCELR8 TECHNOLOGY CORPORATION
(Registrant)
Date: November 19, 1996 /s/ Thomas V. Geimer
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(Signature)
Thomas V. Geimer, Chairman of the Board
(Printed name and Title)
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EXHIBIT 5.1
ARTICLES OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
ACCELR8 TECHNOLOGY CORPORATION
FIRST: The name of the Corporation is Accelr8 Technology Corporation.
SECOND: Immediately upon the effectiveness of this amendment to the
Corporation's Articles of Incorporation pursuant to the Colorado Business
Corporation Act (the "Effective Date"), the number of authorized shares of
Common Stock shall be decreased from 55,000,000 no par value common shares to
11,000,000 no par value common shares.
This amendment shall be effectuated by striking in its entirety Subsection
1 of Article V of the Corporation's Articles of Incorporation and by
substituting in lieu thereof the following:
"1. Authorized Shares. The aggregate number of shares which the Corporation
shall have authority to issue is eleven million (11,000,000) shares of common
stock, each having no par value, which shares shall be designated "Common
Stock"."
THIRD: Simultaneously with the Effective Date of this amendment, a reverse
stock split in the Common Stock of the Corporation in the ratio of one-for-four
shall be effected, subject to certain conditions as described below.
This amendment shall be effectuated by the addition of the following
provision to the new Subsection 1 of Article V of the Corporation's Articles of
Incorporation set forth above under paragraph SECOND of this amendment:
"Reverse Stock Split. Simultaneously with the effective date of this
amendment (the "Effective Date"), each share of the Corporation's Common Stock,
no par value, issued and outstanding immediately prior to the Effective Date
(the "Old Common Stock") shall automatically and without any action on the part
of the holder thereof be reclassified as and changed, pursuant to a reverse
stock split (the "Reverse Stock Split") into a fraction thereof of one-fourth of
a share of the Corporation's outstanding Common Stock, no par value (the "New
Common Stock"), depending upon a determination by the Board that a Reverse Stock
Split is in the best interests of the Corporation and the Shareholders, subject
to the treatment of fractional share interests as described below. Each holder
of a certificate or certificates which immediately prior to the Effective Date
represented outstanding shares of Old Common Stock (the "Old Certificates,"
whether one or more) shall be entitled to receive upon surrender of such Old
Certificates to the Corporation's Transfer Agent for cancellation, a certificate
or certificates (the "New Certificates," whether one or more) representing the
number of whole shares of the New Common Stock into which and for which the
shares of the Old Common Stock formerly represented by such Old Certificates so
surrendered, are reclassified under the terms hereof. From and after the
Effective Date, Old Certificates shall represent only the right to receive New
Certificates pursuant to the provisions hereof. No certificates or scrip
representing fractional share interests in New Common Stock will be issued, and
no such fractional share interest will entitle the holder thereof to vote, or to
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any rights of a shareholder of the Corporation. Any fraction of a share of New
Common Stock to which the holder would otherwise be entitled will be adjusted
upward to the nearest whole share. If more than one Old Certificate shall be
surrendered at one time for the account of the same Shareholder, the number of
full shares of New Common Stock for which New Certificates shall be issued shall
be computed on the basis of the aggregate number of shares represented by the
Old Certificates so surrendered. In the event that the Corporation's Transfer
Agent determines that a holder of Old Certificates has not tendered all his
certificates for exchange, the Transfer Agent shall carry forward any fractional
share until all certificates of that holder have been presented for exchange
such that payment for fractional shares to any one person shall not exceed the
value of one share. If any New Certificate is to be issued in a name other than
that in which the Old Certificates surrendered for exchange are issued, the Old
Certificates so surrendered shall be properly endorsed and otherwise in proper
form for transfer. From and after the Effective Date the amount of capital
represented by the shares of the New Common Stock into which and for which the
shares of the Old Common Stock are reclassified under the terms hereof shall be
the same as the amount of capital represented by the shares of Old Common Stock
so reclassified, until thereafter reduced or increased in accordance with
applicable law."
FOURTH: By written informal action, unanimously taken by the Board of
Directors of the Corporation on September 19, 1996, pursuant to and in
accordance with Sections 7-108-202 and 7-110-103 of the Colorado Business
Corporation Act, the Board of Directors of the Corporation duly adopted and
recommended each of the amendments described above to the Corporation's
Shareholders for their approval.
FIFTH: Notice having been properly given to the Shareholders in accordance
with Sections 7-107-105 and 7-110-103 of the Colorado Business Corporation Act,
each of the amendments was adopted by the Shareholders at a meeting of the
Shareholders on November 8, 1996. The number of votes cast by each voting group
entitled to vote thereon was sufficient for approval by that voting group.
IN WITNESS WHEREOF, Accelr8 Technology Corporation has caused these
presents to be signed in its name and on its behalf by Harry J. Fleury, its
President, and its corporate seal to be hereunder affixed and attested by Thomas
V. Geimer, its Secretary, on this __ day of November 1996, and its President
acknowledges that these Articles of Amendment are the act and deed of Accelr8
Technology Corporation and, under the penalties of perjury, that the matters and
facts set forth herein with respect to authorization and approval are true in
all material respects to the best of his knowledge, information and belief.
ATTEST: ACCELR8 TECHNOLOGY CORPORATION
By: By:
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Thomas V. Geimer, Secretary Harry J. Fleury, President
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