UNITED STATES
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 Event Requiring Report: June 18, 1996
CYBERAMERICA CORPORATION
(Exact Name of Registrant as Specified on its Charter)
I-9418 87-0509512
(Commission File Number) (IRS Employer Identification Number)
NEVADA
(State or Other Jurisdiction of Incorporation or Organization)
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
(Address of Principal Executive Offices)
(801) 575-8073
(Registrant's Telephone Number, Including Area Code)
The Canton Industrial Corporation
(Former Name, if Changed Since Last Report
<PAGE>
Item 5. Other Events
The board of directors of The Canton Industrial Corporation, a Nevada
corporation (the "Company"), signed a unanimous resolution, effective May 24,
1996, recommending that the Company amend its Articles of Incorporation by
changing the Company's name to CyberAmerica Corporation. The board of directors
recommended the name change to better reflect the Company's recent emphasis on
developing Internet-related business products and services.
To be effective under Nevada law, the proposed name change needed
approval from the holders of a majority of the outstanding shares of the
Company's common stock, par value $0.001 ("Common Stock"). Accordingly, the
board's recommendation was included as a proposal to be discussed and voted upon
at the Company's annual meeting of shareholders ("Annual Meeting"). Beginning
May 30, 1996, the Company mailed a proxy statement, form of proxy, annual report
and notice of the Annual Meeting to all shareholders of record as of May 27,
1996 (the "Record Date").
The Annual Meeting was held on June 18, 1996 at the Company's executive
offices at 268 West 400 South, Suite 300, Salt Lake City, Utah 84101. On the
Record Date, there were 6,616,782 shares of Common Stock issued and outstanding,
5,227,987 of which were represented at the Annual Meeting in person or by proxy.
The 79% attendance was sufficient to constitute a quorum under Nevada law. Of
the 6,616,782 shares eligible to vote, 4,371,696 (66%) approved the proposal to
change the Company's name.
On June 18, 1996, a Certificate of Amendment to the Company's Articles
of Incorporation was filed with the State of Nevada to reflect the name change.
At that time, the board's proposal became effective. Hence, The Canton
Industrial Corporation is now known as CyberAmerica Corporation.
Item 7. Financial Statements and Exhibits
No financial statements were filed or required to be filed with this
Current Report on Form 8-K. Exhibits required to be attached by Item 601 of
Regulation S-K are listed in the Index to Exhibits beginning on page 3 of this
Form 8-K. The Index to Exhibits is hereby incorporated by this reference.
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.
Dated: June 20, 1996
CyberAmerica Corporation
By: /s/ Richard D. Surber
Richard D. Surber, President
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. PAGE NO. DESCRIPTION
3(i) 5 Restated Articles of Incorporation of the Company
3(ii) 7 Certificate of Amendment to the Company's
Articles of Incorporation filed by the
State of Nevada on June 18, 1996.
21(i) * Form of Proxy solicited to the Company's
shareholders of record as of May 27, 1996,
incorporated herein by reference from the
Definitive Proxy Statement filed with the
Commission on May 30, 1996.
21(ii) * Proxy Statement and Annual Report (included
as Appendix I to Proxy Statement)
solicited to the Company's shareholders of
record as of May 27, 1996, incorporated
herein by reference from the Definitive Proxy
Statement filed with the Commission
on May 30, 1996.
*Previously filed as indicated and incorporated herein by reference
In this location, the origial of this document has an official stamp
indicating that it was filed with the Secretary of State of the State of Nevada
on July 26, 1994.
RESTATED ARTICLES OF INCORPORATION OF
THE CANTON INDUSTRIAL CORPORATION
FIRST. The name of the Company shall be THE CANTON INDUSTRIAL
CORPORATION.
SECOND. The registered agent in the State of Nevada is:
Joseph Alfano
4180 Flaming Crest Drive #3
Las Vegas, Nevada 89121
THIRD. The purpose for which this corporation is organized is to
transact any lawful business, or to promote or conduct any
legitimate object or purpose, under and subject to the laws of
the State of Nevada.
FOURTH. The stock of the corporation is divided into two classes: (1)
common stock in the amount of two hundred million
(2000,000,000) shares having par value of $0.001 each, and (2)
preferred stock in the amount of twenty million
(20,000,000)shares having par value of $0.001 each. The Board
of directors shall have the authority, by resolution or
resolutions, to divide the preferred stock into series, to
establish and fix the distinguishing designation of each such
series and the numbers of shares thereof (which number, by
like action of the Board of Directors from time to time
thereafter may be increased, except when otherwise provided by
the Board of Directors in creating such series, or may be
increased, except when otherwise provided by the Board of
Directors in creating such series, or may be decreased, but
not below the number of shares thereof then outstanding) and,
within the limitations of applicable law of the State of
Nevada or as otherwise set fourth in this article, to fix and
determine the relative rights and preferences of the shares of
each series so established prior to the issuance thereof.
There shall be no cumulative voting by shareholders.
FIFTH. The company, by action of the directors, and without action by
its shareholders, may purchase its own shares in accordance
with the provisions of Nevada Revised Statutes. Such purchases
may be made either in the open market or at public or private
sale, in such manner and amounts, from such holder or holders
of outstanding shares of the Company, and at such prices as
the directors shall from time to time determine.
<PAGE>
SIXTH. No holder of shares of the Company of any class, as such,
shall have any pre-emptive right to purchase or subscribe for
shares of the company, of any class, whether now or hereafter
authorized.
SEVENTH. The Board of Directors shall consist of no fewer than three
members and no more than seven members. The initial Board of
directors will consist of:
Richard Surber
10 West 100 South, Suite 710
Salt Lake City, Utah 84101
Ramon Smullin
10 West 100 South, Suite 710
Salt Lake City, Utah 84101
Alan Hansen
260 East Elm Street
Canton, Illinois 61520
The incorporator is:
Richard Surber
10 West 100 South, Suite 710
Salt Lake City, Utah 84101
EIGHT: No officer or director shall be personally liable to the
corporation or its shareholders for money damages as provided
is Section 78.037, Nevada Revised Statutes.
NINTH. The corporation shall not issue non-voting equity securities.
IN WITNESS WHEREOF, these Restated Articles of Incorporation are hereby
made effective August 1, 1994.
THE CANTON INDUSTRIAL CORPORATION
/s/ Richard Surber
Director and President
/s/ Allen Thomason
Director and Secretary
<PAGE>
State of Utah )
ss.
County of Salt Lake )
On this 23rd day of June, 1994, personally appeared before me Richard
D. Surber, whose identity is personally known to me and who by me duly sworn,
did say that he is the Director and Pesident of The Canton Industrial
Corporation and that said document was signed by him on behalf of said
corporation by authority of its Bylaws, and the Resolution of its Board of
Directors, and said Richard Surber acknowledged to me that said corporation
executed the same.
/s/ Regina Ainsworth
Notary Public
2/9/95
My Commission Expires
Seal
The original of this document has a notarial seal from the notary
indicating the notary's address and the date her commission expires and has the
seal of the State of Utah.
State of Utah )
ss.
County of Salt Lake )
On this 23rd day of June, 1996, personally appeared before me Allen
Thomason, whose identity is personally known to me and who by me duly sworn, did
say that she is the Secretary of The Canton Industrial Corporation and that said
document was signed by her on behalf of said corporation by authority of its
Bylaws, and the Resolution of its Board of Directors, and said Allen Thomason
acknowledged to me that said corporation executed the same.
/s/ Regina Ainsworth
Notary Public
2/9/95
My Commission Expires
Seal
The original of this document has a notaial seal from the notary indicating
the notary's address and the date her commission expires and has the seal of the
State of Utah.
In this location, the origial of this document has a stamp indicating
that this document was received on July 22, 1994 by the Secretary of State of
the State of Nevada.
In this location, the origial of this document has an official stamp
indicating that it was filed with the Secretary of State of the State of Nevada.
CERTIFICATE OF AMENDMENT
OF THE ARTICLES OF INCORPORATION
OF
THE CANTON INDUSTRIAL CORPORATION
(AFTER ISSUANCE OF STOCK)
Pursuant to Section 78.390(1)(c)
of the Nevada Revised Statutes
We the undersigned, as duly authorized officers of The Canton
Industrial Corporation, a Nevada corporation (the "Company"), hereby certify
that on April 26, 1996 the Company's Board of Directors of held a meeting at
which the Board voted to amend Article First of the Articles of Incorporation to
read as follows:
FIRST. The name of the Company shall be CyberAmerica Corporation.
This amendment was approved by the holders of a majority of the Company's issued
and outstanding common stock represented in person or by proxy at the Company's
Annual Meeting of Shareholders held June 18, 1996.
THE CANTON INDUSTRIAL CORPORATION
/s/ Richard D. Surber
Richard D. Surber
President, Chief Executive Officer and Director
/s/ Susan S. Waldrop
Susan S. Waldrop
Secretary, Treasurer and Chief Financial Officer
<PAGE>
State of Utah )
ss.
County of Salt Lake )
On this 17th day of June, 1996, personally appeared
before me Richard D. Surber, whose identity is personally known to me and who by
me duly sworn, did say that he is the President and a Director of The Canton
Industrial Corporation and that said document was signed by him on behalf of
said corporation by authority of its Bylaws, and the Resolution of its Board of
Directors, and said Richard Surber acknowledged to me that said corporation
executed the same.
/s/ Matthew G. Colvin
Notary Public
Seal
The original of this document has a notarial seal from the notary
indicating the notary's address and that his commission expires on October 27,
1998 and has the official seal of the State of Utah.
State of Utah )
ss.
County of Salt Lake )
On this 17th day of June, 1996, personally appeared
before me Susan S. Waldrop, whose identity is personally known to me and who by
me duly sworn, did say that she is the Secretary of The Canton Industrial
Corporation and that said document was signed by her on behalf of said
corporation by authority of its Bylaws, and the Resolution of its Board of
Directors, and said Susan Waldrop acknowledged to me that said corporation
executed the same.
/s/ Matthew G. Colvin
Notary Public
Seal The original of this document has a notarial seal from the notary
indicating the notary's address and that his commission expires on October 27,
1998 and has the official seal of the State of Utah.
On the reverse side of the original copy of this document is an
embossed seal of the State of Nevada, Secretary of State's office certifying
that this a true and complete copy of the document as filed in their office,
dated June 18, 1996 and signed by an official of the State of Nevada.
