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) March 13, 2000
ADVA International Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-16341 16-1284228
(Commission File Number) (IRS Employer Identification No.)
6 Woodcross Drive, Columbia, SC 29212
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(803) 407-3044
Advanced Medical Products, Inc.
(Former name or former address, if changed since last report)
ITEM 3. NAME CHANGE AND ONE SHARE FOR TEN REVERSE STOCK SPLIT
In accordance with the vote of the majority of the shares of common
stock of Advanced Medical Products Inc., a Certificate of Amendment of
the Certificate of Incorporation has been filed with the Secretary of
State of Delaware changing the name of Advanced Medical Products, Inc.
to ADVA International Inc., effecting a one share for ten shares reverse
split of all of the common stock issued and outstanding, and authorizing
the Company to issue 20,010,000 shares, of which 20,000,000 shares shall
be common stock, all of which shall have a par value of $0.001,
amounting in the aggregate to $20,000, and 4,000 shares shall be Class A
Preferred Stock all of which shall have no par value, and 6,000 shares
of Class B Preferred Stock all of which shall have no par value.
Effective immediately, the common stock trading symbol on the NASDAQ
Bulletin Board for ADVA International Inc. is "ADII"
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired: None required.
(b) Pro forma financial information: None required.
(c ) Exhibits:
Exhibit 1 CERTIFICATE of AMENDMENT of CERTIFICATE of
INCORPORATION
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.
ADVA International Inc.
Date: March 17, 2000 By: /s/GEORGE L. DOWN
George L. Down
President
EXHIBIT 1
STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION of
ADVANCED MEDICAL PRODUCTS, INC.
ADVANCED MEDICAL PRODUCTS, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: At a meeting of the directors of Advanced Medical Products, Inc.
held on Dec. 22, 1999, resolutions were duly adopted approving a one share
for ten shares reverse stock split of the common stock outstanding, and
setting forth proposed amendments to the Certificate of Incorporation of said
corporation, declaring said amendments advisable and seeking the approval, by
written consent without meeting, of a majority of the issued and outstanding
shares of said corporation to adopt such amendments to the Certificate of
Incorporation, pursuant to Sections 228 and 242 of the Delaware General
Corporation Law. The resolutions setting forth the proposed amendments are as
follows:
RESOLVED, that Article 1 of the Certificate of Incorporation of the Company,
as amended, be deleted and the following inserted in lieu:
1. The name of the corporation is ADVA International Inc.
RESOLVED, that the first sentence of Article 4 of the Certificate of
Incorporation of the Company, as amended, be deleted and the following
inserted in lieu:
4. The aggregate number of shares which the Company shall have
authority to issue is 20,010,000 shares, of which 20,000,000 shares
shall be common stock, all of which shall have a par value of $0.001,
amounting in the aggregate to $20,000, and 4,000 shares shall be Class A
Preferred Stock all of which shall have no par value, and 6,000 shares
of Class B Preferred Stock all of which shall have no par value. The
designations and preferences, conversions and other rights, voting
powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of the shares of stock are as
follows:"
(ii) Adding the following Paragraph 8:
8. Class B Preferred Stock. All Class B Preferred Stock shall be
"blank check" preferred stock, issuable in one or more series. The term
"blank check" preferred stock refers to stock for which the
designations, preferences, conversion rights, cumulative, relative,
participating, optional or other rights, including voting rights
(subject to the limitations described below), qualifications,
limitations or restrictions thereof (collectively, the "Designations")
are determined by the board of directors of a company. Under this
amendment, the Board of Directors can authorize the issuance, at any
time or from time to time, of one or more series of Preferred Stock
(subject to approval of the holders of a majority of the issued and
outstanding Class A Preferred stock, and further stockholder approval if
required by law). In addition, the Board of Directors would determine
all designations, relative rights, preferences and limitations of such
stock, including but not limited to the following: designation of series
and numbers of shares; dividend rights; rights upon liquidation or
distribution of assets of the Company; conversion or exchange rights;
redemption provisions; sinking fund provisions and voting rights;
provided that the holders of shares of Preferred Stock will not be
entitled to more than the greater of (i) one vote per $100 of
liquidation value or (ii) one vote per share, when voting as a class
with holders of shares of capital stock generally, and will not be
entitled to vote separately as a class except where such class or series
of Preferred Stock is adversely affected. No holder of shares of the
Company will have any preemptive rights to acquire any securities of the
Company.
The Board of Directors is expressly authorized
at any time to adopt resolutions providing for the issuance of, or
providing for a change in the number of, shares of any particular series
of Class B Preferred Stock and, if and to the extent from time to time
required by law, to file a Certificate of Designations which is
effective without stockholder action to increase or decrease the number
of shares included in each series of Class B Preferred Stock (but not to
decrease the number of shares in any series below the number of shares
then issued), and to set or change in any one or more respects the
designations, preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms and
conditions of redemption relating to the shares of each series.
Notwithstanding the broad grant of authority described above to issue
one or more series of Class B Preferred Stock without further
stockholder approval, if any series of Class B Preferred Stock will
enjoy any preference or priority superior to, or on parity with, any
such preference or priority of Class A Preferred Stock, or would have
rights upon conversion or exchange into any other securities of the
Corporation prior or superior to, or on parity with, the Class A
Preferred Stock, the Corporation shall obtain the approval of a Majority
of the issued and outstanding shares of Class A Preferred Stock, either
present at a stockholder's meeting or by written consent in lieu of a
meeting, before issuing any shares of such series."
SECOND: Thereafter, pursuant to resolutions of its Board of
Directors, a majority of the issued and outstanding shares of said
corporation entitled to vote consented, in writing, to the adoption of
said amendments to the Certificate of Incorporation, and written notice
thereof has been provided to stockholders who did not so consent, in
accordance with Section 228 of the General Corporation Law of the State
of Delaware.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 228 and 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 amendments
IN WITNESS WHEREOF, said ADVANCED MEDICAL PRODUCTS, INC. has caused this
certificate to be signed by George Down, its President and Deborah
Riente, its Secretary this 29th day of February, 2000.
ADVANCED MEDICAL PRODUCTS, INC.
By: _/s/ George L. Down ____________
George L. Down, President
By: _/s/Deborah
Riente_________________________________
Deborah Riente, Secretary
BTCM:NAMECHANGE8K4.DOC
