SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 1999
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Sensory Science Corporation
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(Exact name of registrant as specified in its charter)
Delaware 2-331855 86-0492122
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
7835 East McClain Drive, Scottsdale, Arizona, 85260
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(Address of principal executive offices)
Registrant's telephone number, including area code: (602) 998-3400
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Go-Video, Inc.
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(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
Effective March 1, 1999, the company filed a Certificate of Amendment with
the Secretary of State of Delaware to amend its Certificate of Incorporation to
change its name to Sensory Science Corporation. The stockholders approved the
name change at the Annual Meeting held on August 20, 1998. Stockholders are not
required to exchange their certificates and the company's stock will continue to
be traded on the American Stock Exchange under the symbol VCR.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description Page
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3.1 Certificate of Amendment of the 3
Certificate of Incorporation of Go-Video, Inc.,
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.
SENSORY SCIENCE CORPORATION
Dated: March 1, 1999 /s/ Douglas P. Klein
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Douglas P. Klein
Senior Vice President, Chief Financial Officer,
Secretary and Treasurer
Exhibit 4.1
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
GO-VIDEO, INC.
The undersigned, Go-Video, Inc. (the "Corporation"), a corporation existing
pursuant to the General Corporation Law of Delaware, as amended, desiring to
give notice of corporate action effectuating amendment of certain provisions of
its Certificate of Incorporation, sets forth the following facts:
FIRST: Section 1 of the Certificate of Incorporation of the Company shall
be amended to read as follows:
The name of the corporation is: Sensory Science Corporation.
SECOND: The manner of adoption of vote by which the Amendment was approved
by the Corporation is as follows:
Action by Directors. The Board of Directors of the Corporation,
as of June 18, 1998, duly adopted resolutions proposing the Amendment
to the stockholders.
Action by Stockholder. There were present at the Annual Meeting,
either in person or by proxy, 11,438,405 shares, which constituted a
quorum. 11,126,503 stockholders voted in favor of the Amendment,
71,835 voted against, and 240,067 abstained.
THIRD: The effective date of this Article of Amendment to the Certificate
of Incorporation shall be MARCH 1, 1999.
IN WITNESS WHEREOF, the undersigned Corporation has caused these Articles
of Amendment to be signed by Douglas P. Klein, its Senior Vice President, Chief
Financial Officer, Secretary and Treasurer.
GO-VIDEO, INC.
/s/ Douglas P. Klein
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By: Douglas P. Klein
Its: Senior Vice President, Chief Financial Officer,
Secretary and Treasurer
