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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Month Ended Commission file number
December 31, 2000 0-14884
Exact name of the registrant as specified in its charter
SAND TECHNOLOGY INC.
(formerly Sand Technology Systems International Inc.)
Jurisdiction of Incorporation
CANADA
Address of principal executive offices:
4141 SHERBROOKE STREET WEST, SUITE 410
WESTMONT, QUEBEC, CANADA H3Z 1B8
TELEPHONE (514) 939-3477
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F ________
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to the Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes ________ No X
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If "yes" is marked, indicated below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- N/A.
Total number of pages is 7
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Sand Technology Inc. (the "Company") has amended its articles of
incorporation in the manner set forth in the attached Certificate of Amendment
to authorize the issuance of an unlimited number of Class B shares. The Company
incorporates this Form 6-K Report by reference into the Prospectus contained in
the Company's Registration Statement on Form F-3 (333-51014).
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, thereunto duly authorized.
SAND TECHNOLOGY INC.
December 21, 2000 /s/ Arthur G. Ritchie
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Arthur G. Ritchie
Chairman of the Board, President
and Chief Executive Officer
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[CANADIAN FLAG] INDUSTRY CANADA
CERTIFICATE
OF AMENDMENT
CANADA BUSINESS
CORPORATIONS ACT
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SAND TECHNOLOGY INC./
TECHNOLOGIE SAND INC.
________________________________________________________________________________
Name of corporation-Denomination de la societe
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 / X /
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/ Marc Leblanc
Director
December 6, 2000
Date of Amendment
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INDUSTRIE CANADA
CERTIFICAT
DE MODIFICATION
LOI CANADIENNE SUR
LES SOCIETES PAR ACTIONS
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141012-1
________________________________________________________________________________
Corporation number-Numero de la societe
Je certifie que les statuts de la societe susmentionnee ont ete modifies:
a) en vertu de l'article 13 de la LOI CANADIENNE SUR LES SOCIETES PAR / /
ACTIONS, conformement a l'avis ci-joint;
b) en vertu de l'article 27 de la LOI CANADIENNE SUR LES SOCIETES PAR / X /
ACTIONS, tel qu'il est indique dans les clauses modificatrices
ci-jointes designant une serie d'actions;
c) en vertu de l'article 179 de la LOI CANADIENNE SUR LES SOCIETES PAR / X /
ACTIONS, tel qu'il est indique dans les clauses modificatrices
ci-jointes;
d) en vertu de l'article 191 de la LOI CANADIENNE SUR LES SOCIETES PAR / /
ACTIONS, tel qu'il est indique dans les clauses de reorganisation
ci-jointes;
/s/ Marc Leblanc
Directeur
le 6 decembre 2000
Date de modification
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[CANADA LOGO]
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<S> <C> <C> <C>
[LOGO] Industry Canada Industrie Canada FORM 4 FORMULE 4
ARTICLES OF AMENDMENT CLAUSES MODIFICATRICES
Canada Business Loi canadienne sur (SECTIONS 27 OR 177) (ARTICLES 27 OU 177)
Corporations Act Les societes par actions
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1 -- Name of corporation --Denomination de la societe 2 -- Corporation No. -- No de la societe
Sand Technology Inc. / Technologie Sand Inc. 1410121
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3 -- The articles of the above-named corporation are Les statuts de la societe mentionnee ci-dessus sont modifies
amended as follows: de la facon suivante:
1. The attached Schedule 1 forms an integral part
of the present form to avail as if recited at length herein.
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Date Signature Title -- Titre
November 17, 2000 /s/ Arthur G. Ritchie Director
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FOR DEPARTMENTAL USE ONLY -- A L'USAGE DU MINISTERE SEULEMENT
Filed -- Deposee
DEC 13 2000
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SCHEDULE 1
TO THE ARTICLES OF AMENDMENT OF
SAND TECHNOLOGY INC.
TECHNOLOGIE SAND INC.
1. Article 3 of the Articles of Incorporation of the Corporation is amended
as follows:
3. The classes and any maximum number of shares that the corporation is
authorized to issue
1.1 The the creation of an unlimited number of Class B Shares, issuable
in series, all without par value;
so that the authorized share capital of the Corporation shall
consist of an unlimited number of Class B Shares, issuable in series,
all without par value and an unlimited number of Class A Common
Shares, all without par value.
2. PROVISIONS ATTACHING TO THE CLASS B SHARES. The Class B Shares, as a
class, shall have attached thereto the following rights, privileges,
restrictions and conditions:
2.1 DIRECTORS' AUTHORITY TO ISSUE IN ONE OR MORE SERIES. The Board of
Directors of the Corporation may issue the Class B Shares at any
time and from time to time in one or more series. Before the first
shares of a particular series are issued, the Board of Directors of
the Corporation shall fix the limited or unlimited number of shares
in such series and shall determine, subject to the limitations set
out in the articles, the designation, rights, privileges,
restrictions and conditions to be attached to the shares of such
series including, without limitation, the rate or rates, amount or
method or methods of calculation of dividends thereon, the time and
place of payment of dividends, whether cumulative or non-cumulative
or partially cumulative and whether such rate, amount or method of
calculation shall be subject to change or adjustment in the future,
the currency or currencies of payment of dividends, the
consideration and the terms and conditions of any purchase for
cancellation, retraction or redemption rights (if any), the
conversion or exchange rights attached thereto (if any), the voting
rights attached thereto (if any) but in no event shall the voting
rights attributable to a Class B Share exceed those attributable to a
Class A Common Share, and the terms and conditions of any share
purchase plan or sinking fund with respect thereto. Before the
issue of the first shares of a series, the Board of Directors of
the Corporation shall send to the Director (as defined in the
CANADA BUSINESS CORPORATIONS ACT)
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articles of amendment containing a description of such series
including the designation, rights, privileges, restrictions and
conditions determined by the Board of Directors of the Corporation.
2.2 RANKING OF CLASS B SHARES. No rights, privileges, restrictions or
conditions attached to a series of Class B Shares shall confer upon
a series a priority in respect of dividends or return of capital
over any other series of Class B Shares then outstanding. The Class
B Shares shall be entitled to priority over the Class A common
shares of the Corporation and over any other shares of the
Corporation ranking junior to the Class B Shares with respect to
priority in the payment of dividends and the distribution of assets
in the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or any other
distribution of the assets of the Corporation among its
shareholders for the purpose of winding-up its affairs. If any
cumulative dividends or amounts payable on a return of capital in
respect of a series of Class B Shares are not paid in full, the
Class B Shares of all series shall participate rateably in respect
of such dividends, including accumulations, if any, in accordance
with the sums that would be payable on such shares if all such
dividends were declared and paid in full, and in respect of any
repayment of capital in accordance with the sums that would be
payable on such repayment of capital if all sums so payable were
paid in full; provided however, that in the event of there being
insufficient assets to satisfy in full all such claims to dividends
and return of capital, the claims of the holders of the Class B
Shares with respect to repayment of capital shall first be paid and
satisfied and any assets remaining thereafter shall be applied
towards the payment and satisfaction of claims in respect of
dividends. The Class B Shares of any series may also be given such
other preferences, not inconsistent with sections 2.1 to 2.4
hereof, over the Class A common shares and over any other shares
ranking junior to the Class B Shares as may be determined in the
case of such series of Class B Shares.
2.3 VOTING RIGHTS. Except as otherwise required by law or in
accordance with any voting rights which may from time to time be
attached to any series of Class B Shares, the holders of the Class
B Shares as a class shall not be entitled as such to receive notice
of, to attend or to vote at any meeting of the shareholders of the
Corporation.
2.4 APPROVAL OF HOLDERS OF CLASS B SHARES. The rights, privileges,
restrictions and conditions attaching to the Class B Shares as a
class may be added to, changed or removed but only with the
approval of the holders of the Class B Shares given as hereinafter
specified.
The approval of the holders of Class B Shares to add to, change or
remove any right, privilege, restriction or condition attaching to
the Class B Shares as a class or to any other matter requiring the
consent
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of the holders of the Class B Shares as a class may be given in
such manner as may then be required by law, subject to a minimum
requirement that such approval shall be given by resolution passed
by the affirmative vote of at least two-thirds of the votes cast at
a meeting of the holders of Class B Shares duly called for that
purpose. The formalities to be observed in respect of the giving of
notice of any such meeting or any adjourned meeting and the conduct
thereof shall be those from time to time required by the CANADA
BUSINESS CORPORATIONS ACT (as from time to time amended, varied or
replaced) and prescribed in the by-laws of the Corporation with
respect to meetings of shareholders. On every poll taken at a
meeting of holders of Class B Shares as a class, each holder
entitled to vote thereat shall have one vote in respect of each
Class B Share held by him.
3. PROVISIONS ATTACHING TO THE CLASS A COMMON SHARES. The Class A Common
Shares of the Corporation shall have attached thereto the following
rights, privileges, restrictions and conditions:
3.1 DIVIDENDS. Subject to the prior rights of the holders of the Class
B Shares and any other shares ranking senior to the Class A Common
Shares with respect to priority in the payment of dividends, the
holders of Class A Common Shares shall be entitled to receive
dividends and the Corporation shall pay dividends thereon, as and
when declared by the Board of Directors of the Corporation out of
moneys properly applicable to the payment of dividends, in such
amount and in such form as the Board of Directors of the
Corporation may from time to time determine and all dividends which
the Board of Directors of the Corporation may declare on the Class
A Common Shares shall be declared and paid in equal amounts per
share on all Class A Common Shares at the time outstanding.
3.2 DISSOLUTION. In the event of the dissolution, liquidation or
winding-up of the Corporation, whether voluntary or involuntary, or
any other distribution of assets of the Corporation among its
shareholders for the purpose of winding-up its affairs, subject to
the prior rights of the holders of the Class B Shares and any other
shares ranking senior to the Class A Common Shares with respect to
priority in the distribution of assets upon dissolution,
liquidation, winding-up or distribution for the purpose of
winding-up, the holders of the Class A Common Shares shall be
entitled to receive the remaining property and assets of the
Corporation.
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3.3 VOTING RIGHTS. The holders of the Class A Common Shares shall be
entitled to receive notice of and to attend all meetings of the
shareholders of the Corporation and shall have one vote for each
Class A Common Share held at all meetings of the shareholders of
the Corporation, except meetings at which only holders of another
specified class or series of shares of the Corporation are entitled
to vote separately as a class or series.
