UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
Amendment No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition period from to
Commission File Number: 0-15797
XIOX CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 95-3824750
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
577 Airport Blvd, Suite 700
Burlingame, California 94010
(Address of principal executive offices, including zip code)
(650) 375-8188
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
(1) Yes [X] No [ ]; (2) Yes [X ] No [ ]
The number of shares of Common Stock, issued and outstanding as of June 30, 1998
was 3,147,231.
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PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
On May 22, 1998, the Company filed an Amendment of Certificate of
Incorporation to increase the number of authorized shares of Preferred Stock of
the Company, $0.01 par value per share, from 1,000,000 to 2,000,000 shares and
to grant the Board of Directors authority to designate rights, preferences and
privileges of Preferred Stock, including, without limitation, rights to and
terms of dividends, conversion, voting, redemption (including sinking fund
provisions), and liquidation preferences (the "Amendment"). The Amendment is
filed as an exhibit to this Form 10-QSB/A.
Item 4. Submission of Matters to a Vote of Security Holders
The following matters were submitted to the stockholders at Xiox's
Annual Meeting of Stockholders held on May 18, 1998. Each of these matters were
approved by a majority of the shares present at the meeting.
1. The uncontested election of six directors of the Company to serve
for the ensuing year and until their successors are elected and
qualified. The following is a summary of the nominees and voting
results:
VOTES FOR VOTES WITHHELD
William H. Welling 2,491,236 553
Mark A. Parrish, Jr. 2,491,236 553
Robert K. McAfee 2,491,236 553
Bernard T. Marren 2,491,236 553
Atam Lalchandani 2,491,236 553
Philip H. Vermeulen 2,491,236 553
2. The adoption of an amendment to amend the Company's 1994 Stock Plan
(the "Plan") to increase by 275,000 the number of shares of the
Company's Common Stock reserved for issuance thereunder, and the
adoption of a provision providing for an annual increase in the number
of shares available for issuance under the Plan on the first day of
each fiscal year. Results of the voting included 2,294,062 shares for,
197,227 shares against, and 500 shares abstained.
3. The adoption of an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of Preferred
Stock of the Company from 1,000,000 shares to 2,000,000 shares. Results
of the voting included 2,294,562 shares for, 196,627 shares against,
and 600 shares abstained.
2
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4. The ratification of the appointment of KPMG Peat Marwick LLP as
independent accountant for the Company for the fiscal year ending
December 31, 1998. Results of the voting included 2,491,589 shares for,
100 shares against, and 100 shares abstained.
Item 6. Exhibits and Reports on 8K
(a) Exhibits
3.1 Certificate of Amendment of Certificate of
Incorporation, filed on May 22, 1998.
4.1 See Exhibit 3.1.
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SIGNATURE
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.
XIOX CORPORATION
(Registrant)
Date: October 8, 1998 By: /s/ William H. Welling
-----------------------------------------
(Duly Authorized Officer)
By: /s/ Melanie D. Reid
-----------------------------------------
Melanie D. Reid, VP Finance/CFO/Secretary
(Duly Authorized Officer)
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INDEX TO EXHIBITS
Exhibit
3.1 Certificate of Amendment of Certificate of Incorporation, filed
on May 22, 1998
4.1 See Exhibit 3.1
5
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
XIOX CORPORATION
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Adopted in accordance with Section 242
of the General Corporation Law of Delaware
- --------------------------------------------------------------------------------
Melanie D. Reid certifies that:
1. She is the Chief Financial Officer of Xiox Corporation, a
Delaware corporation.
2. Article V of the Certificate of Incorporation of this
corporation is amended to read as follows:
"The corporation is authorized to issue two classes of shares of stock
to be designated, respectively, Common Stock, $0.01 par value, and Preferred
Stock, $0.01 par value. The total number of shares that the corporation is
authorized to issue is 12,000,000 shares. The number of shares of Common Stock
authorized is 10,000,000. The number of shares of Preferred authorized is
2,000,000.
The Preferred Stock may be issued from time to time in one or more
series pursuant to a resolution or resolutions providing for such issue duly
adopted by the board of directors (authority to do so being hereby expressly
vested in the board). The board of directors is further authorized to determine
or alter the rights, preferences, privileges and restrictions granted to or
imposed upon any wholly unissued series of Preferred Stock and to fix the number
of shares of any series of Preferred Stock and the designation of any such
series of Preferred Stock. The board of directors, within the limits and
restrictions stated in any resolution or resolutions of the board of directors
originally fixing the number of shares constituting any series, may increase or
decrease (but not below the number of shares in any such series then
outstanding) the number of shares of any series subsequent to the issue of
shares of that series.
The authority of the board of directors with respect to each such class
or series shall include, without limitation of the foregoing, the right to
determine and fix:
i. the distinctive designation of such class or series and the
number of shares to constitute such class or series;
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ii. the rate at which dividends on the shares of such class or
series shall be declared and paid, or set aside for payment, whether dividends
at the rate so determined shall be cumulative or accruing, and whether the
shares of such class or series shall be entitled to any participating or other
dividends in addition to dividends at the rate so determined, and if so, on what
terms;
iii. the right or obligation, if any, of the corporation to
redeem shares of the particular class or series of Preferred Stock and, if
redeemable, the price, terms and manner of such redemption;
iv. the special and relative rights and preferences, if any,
and the amount or amounts per share, which the shares of such class or series of
Preferred Stock shall be entitled to receive upon any voluntary or involuntary
liquidation, dissolution or winding up of the corporation;
v. the terms and conditions, if any, upon which shares of such
class or series shall be convertible into, or exchangeable for, shares of
capital stock of any other class or series, including the price or prices or the
rate or rates of conversion or exchange and the terms of adjustment, if any;
vi. the obligation, if any, of the corporation to retire,
redeem or purchase shares of such class or series pursuant to a sinking fund or
fund of a similar nature or otherwise, and the terms and conditions of such
obligation;
vii. voting rights, if any, on the issuance of additional
shares of such class or series or any shares of any other class or series of
Preferred Stock;
viii. limitations, if any, on the issuance of additional
shares of such class or series or any shares of any other class or series of
Preferred Stock; and
ix. such other restrictions, preferences, powers,
qualifications, special or relative rights and privileges thereof as the board
of directors of the corporation, acting in accordance with this Certificate of
Incorporation, may deem advisable and are not inconsistent with law and the
provisions of this Certificate of Incorporation."
3. This Certificate of Amendment of the Certificate of
Incorporation (the "Certificate of Amendment") has been duly
approved by this corporation's Board of Directors in
accordance with Section 242 of the Delaware General
corporation Law (the "DGCL").
4. This Certificate of Amendment has been duly approved by the
stockholders in accordance with Section 242 of the DGCL.
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I hereby further declare and certify under penalty of perjury under the
laws of the State of Delaware that the facts set forth in the foregoing
certificate are true and correct of my own knowledge and that this Certificate
of Amendment is my act and deed.
Executed at Burlingame, California, this 22nd day of May, 1998.
/s/ Melanie D. Reid
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Melanie D. Reid, Chief Financial Officer
