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UNITED STATES
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): MAY 7, 1997
(APRIL 24, 1997)
ODS NETWORKS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-20191 75-1911917
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1101 EAST ARAPAHO ROAD, RICHARDSON, TEXAS 75081
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 234-6400
OPTICAL DATA SYSTEMS, INC.
(Former Name, if Changed Since Last Report)
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ODS NETWORKS, INC.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
CHANGE OF CORPORATE NAME. Effective as of Thursday, April 24, 1997 (the
"Effective Date"), the corporate name of Optical Data Systems, Inc., a
Delaware corporation (the "Registrant" or "Company"), was formally changed to
ODS NETWORKS, INC. The Board of Directors adopted and approved, on January
23, 1997, an amendment (the "Amendment") to Article One of the Registrant's
Certificate of Incorporation changing the Registrant's name, subject to
approval of the Amendment by stockholders of the Company. The holders of
more than the required majority of issued and outstanding shares of common
stock, $.01 par value per share (the "Common Stock"), of the Company entitled
to vote thereon approved the Amendment, and thus the change of name, at the
1997 Annual Meeting of Stockholders held on April 24, 1997. Proxies were
solicited of the holders of the Common Stock of the Company, pursuant to the
Notice of Annual Meeting of Stockholders and Proxy Statement of the Company
dated March 21, 1997 (the "Proxy Statement"), which Proxy Statement was duly
filed in definitive form with the Securities and Exchange Commission on March
14, 1997. The Amendment to the Registrant's Certificate of Incorporation is
fully described in the Proxy Statement.
NO CHANGES IN BUSINESS PLAN, MANAGEMENT, ASSETS, LIABILITIES, NET WORTH
OR CAPITALIZATION. The name change did not and will not result in any change
in the business, management, assets, liabilities, net worth or capitalization
of the Registrant. As of the Effective Date of the Amendment, (i) the name
of the Registrant was changed to ODS NETWORKS, INC., (ii) the Registrant's
Common Stock, including all outstanding shares thereof, remained unchanged
with no necessity for stockholders of the Registrant to exchange their
previously issued stock certificate(s) evidencing their shares of Common
Stock for new stock certificate(s), and (iii) the business of the Registrant
will continue to be conducted in the same places and in the same manner as
the business of the Registrant was previously conducted. The officers and
directors of the Company as of the Effective Date of the Amendment will
continue to serve as the officers and directors of the Registrant until their
respective successors are elected.
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NASDAQ NATIONAL MARKET QUALIFICATION. As of the Effective Date of the
Amendment, (i) the Registrant's Common Stock continued to be qualified for
listing on The Nasdaq Stock Market, National Market System, under the symbol
"ODSI", the symbol assigned to the Registrant's Common Stock prior to the
Effective Date of the Amendment, (ii) the cusip number assigned to the
Registrant's Common Stock was changed from 68382J 10 3 to 67082N 10 9, and
(iii) the Registrant adopted and approved a new form of stock certificate to
evidence its shares of Common Stock.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
3.1(1) -- Certificate of Amendment to the Certificate of
Incorporation of Optical Data Systems, Inc., a Delaware
corporation.
4.1(1) -- Specimen of Common Stock Certificate.
99.1(2) -- Definitive Proxy Statement of the Registrant, dated
March 21, 1997, relating to the 1997 Annual Meeting of
Stockholders held on April 24, 1997.
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(1) Filed herewith.
(2) Filed in definitive form with the Securities and Exchange
Commission (File No. 0-20191) on March 14, 1997, and hereby
incorporated herein by reference.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
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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.
ODS NETWORKS, INC.
(Registrant)
By: /s/ G. WARD PAXTON
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G. Ward Paxton,
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
Date: May 7, 1997 (Principal Executive Officer)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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3.1(1) -- Certificate of Amendment to the Certificate of Incorporation
of Optical Data Systems, Inc., a Delaware corporation.
4.1(1) -- Specimen of Common Stock Certificate.
99.1(2) -- Definitive Proxy Statement of the Registrant, dated
March 21, 1997, relating to the 1997 Annual Meeting of
Stockholders held on April 24, 1997.
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(1) Filed herewith.
(2) Filed in definitive form with the Securities and Exchange Commission
(File No. 0-20191) on March 14, 1997, and hereby incorporated herein
by reference.
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Exhibit 3.1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
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I, EDWARD J. FREEL, SECRETARY OF THE STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "OPTICAL DATA SYSTEMS, INC.", CHANGING ITS NAME FROM "OPTICAL
DATA SYSTEMS, INC." TO "ODS NETWORKS, INC.", FILED IN THIS OFFICE ON THE
TWENTY-FOURTH DAY OF APRIL, A.D. 1997, AT 1 O'CLOCK P.M. A CERTIFIED COPY
OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF
DEEDS FOR RECORDING.
/s/ EDWARD J. FREEL
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EDWARD J. FREEL,
SECRETARY OF STATE
Seal of:
Secretary's Office
Delaware
2538388 8100 AUTHENTICATION: 845287
971133126 DATE: 04-24-97
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CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
OPTICAL DATA SYSTEMS, INC.
1. Pursuant to the provisions of Section 242 of the General Corporation
Law of Delaware (the "DGCL"), OPTICAL DATA SYSTEMS, INC., a corporation
organized and existing under the DGCL (the "Corporation"), hereby adopts this
Certificate of Amendment to the Certificate of Incorporation of the
Corporation as filed in the Office of the Secretary of State on August 30,
1995, and in connection therewith, the Corporation acting through its duly
and authorized officers, does hereby certify as follows:
2. Article One of the Certificate of Incorporation of the Corporation
is hereby amended in order to change the name of the Corporation to ODS
Networks, Inc. Article One of the Certificate of Incorporation is hereby
amended and restated in its entirety to read as follows:
ARTICLE ONE
NAME
1. The name of the corporation is ODS NETWORKS, INC. (the
"Corporation").
3. The amendment made by this Certificate of Amendment to the
Certificate of Incorporation was duly adopted by the Board of Directors of
the Corporation at a duly called meeting thereof on January 27, 1997 and
pursuant to a resolution duly adopted thereat by the Board of Directors, an
annual meeting of the stockholders of the Corporation was duly called and
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held on April 24, 1997 upon notice in accordance with the provisions of
Section 222 of the DGCL at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
4. The amendment made by this Certificate of Amendment to the Certificate
of Incorporation was duly adopted in accordance with the provisions of Section
242 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to the Certificate of Incorporation to be executed and attested by its
duly authorized officers on this the 24th day of April, 1997.
OPTICAL DATA SYSTEMS, INC.
By: /s/ G. WARD PAXTON
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G. WARD PAXTON,
President and Chief Executive Officer
ATTEST:
/s/ MICHAEL L. PAXTON
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MICHAEL L. PAXTON,
Secretary
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Exhibit 4.1
<TABLE>
<S> <C> <C>
NUMBER SHARES
ODS ODS
N E T W O R K S
COMMON STOCK COMMON STOCK
THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 67082N 10 9
DALLAS, TEXAS, OR NEW YORK, NEW YORK SEE REVERSE FOR CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND RESTRICTIONS ON TRANSFER
THIS CERTIFIES That
[SPECIMEN]
is the OWNER of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF
ODS NETWORKS, INC.
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(herein called the "Corporation") transferable on the books of the
Corporation by the holder hereof, in person or by duly authorized attorney,
upon surrender of this Certificate properly endorsed or accompanied by a
proper assignment. This Certificate and the shares represented hereby are
issued under and shall be held subject to all of the provisions of the
Certificate of Incorporation and the By-laws of the Corporation, and all
amendments thereto, copies of which are on file at the principal offices of
the Corporation and the Transfer Agent, to all of which the holder of this
Certificate, by acceptance hereof, assents. This Certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar of
the Corporation.
IN WITNESS WHEREOF, the Corporation has caused the facsimile signatures of
its duly authorized officers and its facsimile seal to be hereunto affixed.
DATED:
COUNTERSIGNED AND REGISTERED:
/s/ G. WARD PAXTON CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
PRESIDENT AND CHIEF EXECUTIVE OFFICER TRANSFER AGENT
AND REGISTRAR
/s/ MICHAEL L. PAXTON BY
SECRETARY Corporate Seal:
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|ODS NETWORKS, INC. |
|ODS |
|DELAWARE | AUTHORIZED SIGNATURE
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ODS NETWORKS, INC.
The Certificate of Incorporation of the Corporation on file in the Office
of the Secretary of State of Delaware sets forth a statement of (i) all of
the designations, preferences, limitations and relative rights of the shares
of each class of capital stock authorized to be issued, (ii) the authority of
the Board of Directors to fix and determine the relative rights and
preferences of the shares of preferred stock which the Corporation is
authorized to issue in series and, if and to the extent fixed and determined,
the relative rights and preferences of any such series, (iii) the denial to
stockholders of preemptive rights to acquire unissued or treasury shares or
other securities of the Corporation and (iv) the denial to stockholders of
the right to cumulate votes in any election of directors of the Corporation.
The Corporation will furnish a copy of such statements to the record holder
of this Certificate without charge on written request to the Corporation at
its principal place of business or to the Transfer Agent and Registrar.
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties UNIF GIFT MIN -- ______Custodian_______
JT TEN -- as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants under Uniform Gifts to Minors
in common Act _____________________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, ____________________________________________ hereby
sell(s), assigns(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFICATION NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE
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Shares
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of the Common Stock represented by the within Certificate and do(es) hereby
irrevocably constitute and appoint
Attorney
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to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated ------------------------------------
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(SIGNATURE)
NOTICE:
THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRE-
SPOND WITH THE NAME(S)
AS WRITTEN UPON THE
FACE OF THE CERTIFICATE
IN EVERY PARTICULAR,
WITHOUT ALTERATION OR
ENLARGEMENT OR ANY
CHANGE WHATEVER. X-----------------------------------
(SIGNATURE)
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|THE SIGNATURES SHOULD BE GUARANTEED |
|BY AN ELIGIBLE GUARANTOR INSTITUTION |
|(BANKS, STOCKBROKERS, SAVINGS AND LOAN|
|ASSOCIATION AND CREDIT UNIONS WITH |
|MEMBERSHIP IN AN APPROVED SIGNATURE |
|GUARANTEE MEDALLION PROGRAM), PURSUANT|
|TO SEC. RULE 17Ad-15. |
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|SIGNATURE(S) GUARANTEED BY: |
| |
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