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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
October 29, 1998
Date of Report
(Date of Earliest Event Reported)
MEDIVEST, INC.
(Exact Name of Registrant as Specified in its Charter)
Utah 1-10077 87-0401761
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
55 West 200 North, Suite 2
Provo, Utah 84601
(Address of Principal Executive Offices)
(801) 377-1758
Registrant's Telephone Number
3646 West 2100 South
Salt Lake City, Utah 84120
(Former Name or Former Address if changed Since Last Report)
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Item 1. Changes in Control of Registrant.
(a) On October 29, 1998, the Board of Directors of the Registrant
adopted, ratified and approved a resolution to offer 3,000,000 post-split
"unregistered" and "restricted" shares of its $0.001 par value common voting
stock to Jeannie Hullinger, in consideration of the sum of $20,000 paid by
personal check of Jeannie Hullinger.
The former majority stockholders of the Registrant and their
percentage of ownership of the outstanding voting securities of the
Registrant prior to the adoption of the resolution were:
Amount and Nature Percent
of Beneficial of
Name Ownership* Class*
John M. Williams 20,211 27.9%
William R. Stoddard 19,956 27.6%
* Takes into account the reverse split outlined in Item 5.
Ms. Hullinger used her personal funds to purchase these securities;
and the basis of the "control" by Ms. Hullinger is stock ownership. See the
table below under Paragraph (b) of this Item.
(b) The following table contains information regarding
share holdings of the Registrant's directors and executive officers and those
persons or entities who beneficially own more than 5% of the Registrant's
common stock, after taking into account the issuance of 3,000,000
"unregistered" and "restricted" shares to Ms. Hullinger as of October 29,
1998:
Amount and Nature Percent
of Beneficial of
Name Title Ownership Class
Jeannie Hullinger President, 3,000,000 97.6%
55 West 200 North, #2 Director and
Provo, Utah 84601 Stockholder
Kevin Hullinger Vice President -0- -0-
55 West 200 North, #2 and Director
Provo, Utah 84601
Brenda Hall Secretary/Treasurer -0- -0-
55 West 200 North, #2 and Director
Provo, Utah 84601
All officers and directors
as a group (3) 3,000,000 97.6%
Item 2. Acquisition or Disposition of Assets.
Except as indicated under Item 1, none.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
None; not applicable.
Item 5. Other Events.
Effective October 9, 1998, the Registrant's outstanding common
voting stock was reverse split on a basis of one for 18, while retaining the
authorized shares at 50,000,000 and the par value at $0.001, with
appropriate adjustments in the stated capital and additional paid in capital
accounts of the Registrant, provided, however, that no stockholders' holdings
were reduced to less than one share, and all fractional shares were rounded up
to the nearest whole share. As a result of this reverse split, the 1,301,305
outstanding pre-split shares were reduced to 72,294 post-split shares.
No amendment to the Certificate of Incorporation of the Company was
required to effect this reverse split. See the opinion of counsel for the
Company attached hereto and incorporated herein by reference. See Item 7.
Item 6. Resignations of Directors and Executive Officers.
Effective October 29, 1998, John M. Williams and William R. Stoddard
resigned as directors and executive officers of the Registrant, in seriatim,
and Jeannie Hullinger was designated director and President.
On November 5, 1998, Kevin Hullinger and Brenda Hall were designated
to serve as directors of the Registrant. Mr. Hullinger was also elected Vice
President; and Mrs. Hall was elected Secretary/Treasurer.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro Forma Financial Information.
None; not applicable.
(c) Exhibits.
Exhibit
Description of Exhibit* Number
Opinion of Counsel regarding reverse split 5
* Summaries of any exhibit are modified in their
entirety by this reference to each exhibit.
Item 8. Change in Fiscal Year.
None; not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
MEDIVEST, INC.
Date: 11/5/98 By/s/ Jeannie Hullinger
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Jeannie Hullinger
President and Director
Date: 11/5/98 By/s/ Kevin Hullinger
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Kevin Hullinger
Vice President and Director
Date: 11/5/98 By/s/ Brenda Hall
-----------------------------
Brenda Hall
Secretary/Treasurer and Director
[Leonard W. Burningham letterhead]
October 1, 1998
Interwest Stock Transfer
1981 E. Murray-Holladay Road
Salt Lake City, Utah 84117
Medivest, Inc.
3646 West 2100 South
Salt Lake City, Utah 84121
Re: Reverse split of the outstanding shares of Medivest,
Inc., a Utah corporation (the "Company")
Gentlemen:
I have been retained to render an opinion as to the ability of a
Utah corporation to effect a reverse split of its issued and outstanding
common stock without a meeting of its stockholders or the consent of a
majority of its outstanding voting securities.
I understand that this reverse split will be accomplished by
resolution of the Board of Directors without the creation of fractional
shares, and this opinion is premised on these facts. In my opinion, this
action would follow the legal precedent of Seed Products International, Inc.
v. Owen, 768 P.2d 973 (Utah App. 1989) ("Owen").
In Owen, the Utah Court of Appeals discussed the types of
corporate actions for which an amendment to the corporation's Articles of
Incorporation must be filed. The court relied on the long-standing precedent
of Jackson v. Crown Point Mining Co., 59 P. 238 (1899), in which the Utah
Supreme Court held that an amendment to a corporation's Articles of
Incorporation needs to be filed only in cases of "fundamental corporate
changes, i.e., those that alter the character of a corporation, add or
diminish the scope of its powers, or violate state policy." 768 P.2d at 975.
The Owen court concluded that the 20 to 1 reverse split of Seed
Products' stock did not meet the "fundamentality" requirement of Jackson and
that the requirement of filing an amendment to its Articles of Incorporation
did not apply. 768 P.2d at 975.
The Utah Legislature has substantially revised the Utah Business
Corporation Act in the period following the issuance of the Owen decision in
1989. The Utah Revised Business Corporation Act (the "Revised Act") was
promulgated in 1992, a full three years after Owen. It is thus apparent that,
if the Legislature had wanted to overrule Owen through legislation, it could
have done so in the Revised Act.
The Revised Act neither imposes nor specifically denies the
requirement that a corporation amend its Articles of Incorporation in
connection with a reverse split of its stock. This lack of legislation three
years following Owen, when it was still a fairly recent and "fresh" case,
suggests that the Legislature had no desire to overrule the precedent of that
case.
Nor has Owen been overruled by the Utah courts. It remains as
valid as it was when the decision was issued.
The Revised Act does not require stockholder approval of reverse
splits of a corporation's stock. Section 16-10a-1003 discusses certain
corporate actions that require such approval. However, this Section is
inapplicable to the Company's reverse split for two reasons: (i) it pertains
only to an amendment of the Articles of Incorporation, which, as shown above,
is not necessary here; and (ii) even if Section 16-10a-1003 otherwise applied
to this transaction, the only reverse split-related event for which the
Section requires a stockholder vote is triggered when fractional shares are
created, and I understand that no fractional shares will be created here.
Also, see Section 623 of the Revised Act, regarding share
dividends, where the ABA commentators' comments regarding a "reverse" split
requiring an amendment to the Articles of Incorporation were not adopted by
the State of Utah.
Please contact me if you have any questions or comments.
Yours very sincerely,
/S/Leonard W. Burningham
Leonard W. Burningham
LWB/sr.
cc: Olsen Payne & Co.
