<PAGE>
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 4, 1999
STAR STRUCK, LTD.
(Exact name of registrant as specified in its charter)
Delaware 1-8912 36-1805030
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of registrant) identification No.)
(Address of principal executive offices) (zip code)
8 F.J. Clarke, Bethel, Connecticut 06801
Registrant's telephone number, including area code: (203) 778-4925
SBM Industries, Inc.
1865 Palmer Avenue, Larchmont, New York 10538
(Former name or former address, if changed since last report)
Item 5. Other Events
On May 4 , 1999, the registrant changed its name to Star Struck, Ltd.
by filing a Certificate of Amendment of its Certificate of Incorporation with
the Secretary of State of Delaware.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
3(i)1. Certificate of Amendment of the registrant's
Certificate of Incorporation filed May 4, 1999.
Pursuant to the requirements of the Section 13 or 15(d) 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.
May 11, 1999 STAR STRUCK, LTD.
By: /s/ Kenneth Karlan
--------------------------------
Kenneth Karlan, President
<PAGE>
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
. First: That a meeting of the Board of Directors of SBM Industries, Inc.
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to
be advisable and directing that the proposed amendment be presented to the
shareholders of said corporation for consideration thereof at the 1999
Annual Meeting of Shareholders. The resolution setting forth the proposed
amendment is as follows:
Resolved, that Article 1 of this Corporation's Certificate of Incorporation
be amended to read as follows:
1. The name of the Corporation is Star Struck, Ltd.
. Second: That thereafter pursuant to resolution of its Board of Directors at
the 1999 Annual Meeting of the Shareholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor of the amendment.
. Third: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
. Fourth: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
Dated: May 2, 1999
By: /s/ Peter Nisselson
---------------------------------------
(Authorized Officer)
Name: Peter Nisselson, President and
Secretary
