UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) August 30, 2000 (June 21, 2000)
COMTEC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New Mexico 0-12116 75-2456757
---------- ------- ----------
(State or other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
Of Incorporation)
9350 East Arapahoe Road, Suite 340, Englewood, Co. 80112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 662-1198
This Document consists of 5 pages
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Item 5: Other Items
Amendment of Articles of Incorporation
On June 21, 2000 pursuant to a vote of the shareholders at the annual meeting of
shareholders held at the offices of the Registrant, the shareholders of the
Registrant voted to amend the Articles of Incorporation of the Registrant to
increase the number of authorized shares of .001 par value common stock from
100,000,000 to 200,000,000. The number of shares eligible to vote was
44,876,191, the number of shares voted for the amendment was 37,916,945, the
number of shares voted against the amendment was 394,517 and the number of
shares abstaining was 2,906.
Exchange of Debt release for issuance of common stock.
On June 21, 2000, the Company issued a total of 21,445,500 shares of its .001
par value common stock to five separate corporations organized outside of the
United States of America, whose shareholders are not residents of the United
States of America. The shares were issued in exchange for release of loans
totaling $1.7 million and $444,550 in accrued interest on such loans. The
transaction took place outside of the United States of America on Grand Cayman,
British West Indies, with entities that are not residents of the United States
of America pursuant to exemption from registration provided by Regulation S. No
underwriter was involved in the transaction and no cash commissions or discounts
other than as described herein were paid by the Company.
The following table sets forth the issuance of shares pursuant to Regulation S
exemption from registration as described above.
Issue of .001 par value common stock in exchange for debenture debt and accrued
interest settlement:
<TABLE>
<CAPTION>
DATE PER SHARE NUMBER OF CASH PAID TO OTHER NONCASH
SOLD: SHAREHOLDER NAME OFFER PRICE SHARES COMPANY CONSIDERATION
----- ---------------- ----------- ------ ------- -------------
<S> <C> <C> <C> <C> <C>
6/21/00 Cayman Offshore International, Inc. $0.10 3,000,000 $ 0 debt
6/21/00 Cayman Offshore International, Inc. $0.10 1,022,500 $ 0 interest
6/21/00 Overseas Foreign Holding, Inc. $0.10 2,500,000 $ 0 debt
6/21/00 Overseas Foreign Holding, Inc. $0.10 935,000 $ 0 interest
6/21/00 Queens Cross Group, Inc. $0.10 6,000,000 $ 0 debt
6/21/00 Queens Cross Group, Inc. $0.10 1,230,000 $ 0 interest
6/21/00 Merrivale, Ltd. $0.10 4,000,000 $ 0 debt
6/21/00 Merrivale, Ltd. $0.10 940,000 $ 0 interest
6/21/00 P.I. Pfeiger & Co., Ltd. $0.10 1,500,000 $ 0 debt
6/21/00 P.I. Pfeiger & Co., Ltd. $0.10 318,000 $ 0 interest
</TABLE>
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<PAGE>
Item 7. Exhibits
Exhibit 3.4
Articles of Amendment to the Articles of Incorporation of ComTec
International, Inc.
SIGNATURES
ComTec International, Inc.
--------------------------
(Registrant)
Date: August 30, 2000
s/s Gordon Dihle
---------------------------------------
Gordon Dihle - Authorized Officer, CFO
and Secretary.
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<PAGE>
Exhibit 3.4 Form 8K
Articles of Amendment
to the
Articles of Incorporation
Pursuant to the provisions of Section 53-13-4 of, NMSA 1978, the undersigned
corporation adopts the following Articles of Amendment to its Articles of
Incorporation:
ARTICLE ONE: The Corporate name and NMSCC# of the corporation are:
ComTec International, Inc. NMSCC# 1180645
ARTICLE TWO: The following amendment to the Articles of Incorporation was
adopted by the Shareholders of the corporation on June 21, 2000 in the manner
prescribed by the New Mexico Business Corporation Act:
V. Article 5(A) of the articles of incorporation is hereby amended to read in
its entirety as follows:
(A) Authorized Shares: The aggregate number of shares which the corporation
shall have authority to issue is 210,000,000 shares. Two Hundred Million
(200,000,000) shares shall be designated "Common Stock", and shall have a par
value of 0.001. Ten Million (10,000,000) shares shall be designated "Preferred
Stock", and shall have a par value of 0.001 per share, and shall be issued for
such consideration, expressed in dollars, as the Board of Directors may from
time to time, determine.
ARTICLE THREE: The number of shares of the corporation outstanding at the time
of such adoption was 44,876,191 common shares and the number of shares entitled
to vote thereon was 44,876,191.
ARTICLE FOUR: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows:
CLASS NUMBER OF SHARES
Common 44,876,191
ARTICLE FIVE: The number of shares voting for such amendment was 37,916,945 and
the number of shares voting against such amendment was 394,517.
ARTICLE SIX: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was:
CLASS NUMBER OF SHARES:
Common FOR AGAINST
Article V - increase
in common shares 37,916,945 394,517
ARTICLE SEVEN: The manner, if not set forth in such amendment, in which any
exchange. reclassification, or
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<PAGE>
cancellation of issued shares provided for in the amendment shall be affected,
is as follows:
Not Applicable
DATED: June 22, 2000.
ComTec International, Inc.
(Corporate Name)
BY: s/James J. Krejci
----------------------------------
James J. Krejci, Its President
BY: s/Gordon Dihle
----------------------------------
Gordon Dihle, Its Secretary
Under penalty of perjury, the undersigned declares that the foregoing document
was executed by the corporation and that the statements contained therein are
true and correct to the best of my knowledge:
ATTEST:
s/James J. Krejci
-------------------------------
James J. Krejci, Its President
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