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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 Report: October 15, 1996
DYNASTY CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 33-11059-A 59-2773602
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Second Avenue South, Suite 1000
St. Petersburg, FL 33701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 895-4410
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26 West Dry Creek Circle, Suite 600, Littleton, Colorado 80120
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
NAME CHANGE: On October 2, 1996, the Registrant filed Articles of
Amendment with the Secretary of State of Florida to change its name to:
VISITORS SERVICES INTERNATIONAL CORP.
The Registrant will continue to operate through its newly acquired
subsidiary, Visitors Services, Inc. ("VSI"). VSI was formed under the laws of
the State of Florida in November 1992 as a destination marketing company
providing automated reservations and information services specifically designed
to support the special needs of Convention and Visitors Bureaus ("CVB") and
major convention/event organizers. VSI's focus is to generate revenue for the
client destination's hotels and attractions by converting information/visitor
guide calls into actual travel reservations. The traditional "passive"
approach to destination marketing involves placing advertisements, taking calls
for information/visitor guides and hoping the traveling public will choose to
visit a destination. VSI believes the only successful strategy in today's
highly competitive tourism industry is to take a "proactive" marketing
approach, whereby VSI's destination counselors actively "sell" their
destinations during each and every call. VSI provides a "state-of- the-art"
reservation system and incentive-motivated destination counselors that are
accessible to leisure travelers via destination specific toll-free telephone
lines operating 24 hours a day, 365 days a year.
For major conventions and events, VSI provides complete travel
management services for the Convention or Event organizers. Anyone wishing to
attend a VSI managed event can call a toll-free number and get registration,
air, hotel and car arrangements at any time of the day. VSI currently counts
16 CVB's and 35 major convention/events as its customers.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibits are furnished in accordance
with the provisions of Item 601 of Regulation S-B.
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Exhibit No. Description
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2.1 Agreement and Plan of Reorganization between Dynasty Capital Corporation and Visitor Services,
Inc., dated September 26, 1996. (3)
3 Articles of Incorporation (1); and Bylaws (2)
3.1 Amendment to Articles of Incorporation, filed November 12, 1986 (1)
3.2 Amendment to Articles of Incorporation, filed October 2, 1996 (1)
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(1) Filed herewith.
(2) Incorporated by reference to Exhibit 3 to the Company's Registration
Statement on S-18 (33-11059-A).
(3) Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed
on September 30, 1996.
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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.
VISITORS SERVICES INTERNATIONAL CORP.
(FORMERLY DYNASTY CAPITAL CORPORATION)
By: /s/ Robert P. Gordon
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Robert P. Gordon, President
Date: October 15, 1996
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Reorganization between Dynasty Capital Corporation and Visitor Services,
Inc., dated September 26, 1996. (3)
3 Articles of Incorporation (1); and Bylaws (2)
3.1 Amendment to Articles of Incorporation, filed November 12, 1986 (1)
3.2 Amendment to Articles of Incorporation, filed October 2, 1996 (1)
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(1) Filed herewith.
(2) Incorporated by reference to Exhibit 3 to the Company's Registration
Statement on S-18 (33-11059-A).
(3) Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed
on September 30, 1996.
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ARTICLES OF INCORPORATION
OF
DYNASTY CAPITAL CORPORATION
The undersigned, for the purpose of forming a corporation under the
Florida General Corporation Act hereby adopts the following Articles of
Incorporation.
ARTICLE I
The name of the corporation shall be DYNASTY CAPITAL CORPORATION.
ARTICLE II
The term of existence is perpetually.
ARTICLE III
The corporation may transact any and all lawful business for which
corporations may be incorporated under the Florida General Corporate Act.
ARTICLE IV
The aggregate number of shares which the corporation has authority to
issue is 100,000,000, all of which shall be common shares with a par value of
$.0001 each.
ARTICLE V
The street address of the initial registered office of the corporation
is 1645 Palm Beach Lakes Blvd., Suite 1200, West Palm Beach, Florida 33401,
and the name of the initial registered agent at such address is Robert C.
Hackney.
ARTICLE VII
The name and post office address of the member of the first Board of
Directors is:
Robert C. Hackney 1645 Palm Beach Lakes Blvd., Suite 1200
West Palm Beach, Florida 33401
ARTICLE IX
The corporation shall be deemed to commence its existence upon the date
of filing of these Articles of Incorporation.
IN WITNESS WHEREOF, I have subscribed my name this 29th day of
September, 1986.
/s/ Robert C. Hackney
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Robert C. Hackney
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ARTICLES OF AMENDMENT
OF
DYNASTY CAPITAL CORPORATION
1. Article IV of the Articles of Incorporation of Dynasty Capital Corporation,
which was filed on October 1, 1986, is hereby amended to read as follows:
"Article IV - The Company is authorized to issue 100,000,000 shares of
Common Stock having a par value of .0001 each. Additionally, the
Company is authorized to issue 10,000,000 shares of Preferred Stock,
having a par value of .001 each. The Preferred Stock may be issue in a
series from time to time with such designation, rights, preferences and
limitations as the Board of Directors of the Company may determine by
resolution. The rights, preferences and limitations of a separate
series of Preferred Stock may differ with respect to such matters as may
be determined by the Board of Directors, including, without limitation,
the rate of dividends, method and amounts payable on liquidation,
sinking fund provisions (if any), conversion rights (if any), and voting
rights."
2. The foregoing amendment was adopted by the shareholders of this corporation
on the 3rd day of November.
IN WITNESS WHEREOF, the undersigned President and Secretary of this
corporation have executed these Articles of Amendment this 3rd day of November,
1986.
/s/Robert C. Hackney
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President and Secretary
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ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
DYNASTY CAPITAL CORPORATION
Pursuant the provisions of Section 607.1006, Florida Statutes, this corporation
adopts the following Articles of Amendment to its Articles of Incorporation:
FIRST: The name of the Corporation is hereby changed by amending Article I of
the Articles of Incorporation to read as
follows:
ARTICLE I
THE NAME OF THE CORPORATION SHALL BE VISITORS SERVICES INTERNATIONAL CORP.
SECOND: The amendment was adopted on October 1, 1996, by resolution of the
board of directors and the written consent of the stockholders, in accordance
with Section 607.0704, Florida Statutes, representing a sufficient number of
votes necessary to approve this amendment.
Signed this 1st day of October, 1996.
By: /s/Steve McLean
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Steve McLean, Executive Vice President
ATTEST:
/s/ Paul W. Henry
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Paul W. Henry, Secretary
