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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 of 1934
Date of Report (Date of earliest event reported) December 31, 1998
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TELENETICS CORPORATION
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(Exact name of registrant a specified in its Charter)
California 0-16580 33-0061894
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
26772 Vista Terrace Drive, Lake Forest, California 92630
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 455-4000
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Effective as of the end of the business day (4:30 p.m., Eastern Standard
time) on January 8, 1999, pursuant to the prior approval by the Board of
Directors and the shareholders of the Company, the Company consummated a one-
for-five reverse stock split of the Company's issued and outstanding shares of
common stock, without par value ("Common Stock"), pursuant to which every five
(5) shares of Common Stock outstanding has been converted into and is deemed for
all purposes to be one (1) fully paid and nonassessable share of Common Stock
(the "Reverse Stock Split"). Any fractional shares resulting from such reverse
stock split and conversion will be rounded up to the nearest whole share of
Common Stock. The first day on which the Reverse Stock Split shares will be
traded will be January 11, 1999. The Common Stock of the Company is quoted on
the NASDAQ OTC Electronic Bulletin Board under the symbol "TLNT."
In addition, in connection with the Reverse Stock Split, the Company
restated and amended its Restated Articles of Incorporation to effect the
Reverse Stock Split, to reduce the authorized number of shares of capital stock
of the Company from 100,000,000 to 30,000,000, of which 25,000,000 shares are
now designated as Common Stock, without par value, and 5,000,000 shares are now
designated as Preferred Stock, without par value, and to expressly provide for
the limitation of the liability of directors of the Company for monetary damages
and the indemnification of the officers, directors and other agents of the
Company, to the fullest extent permitted by applicable law. The Company also
restated and amended its Restated and Amended Bylaws primarily to update certain
provisions thereof in order to comply with the current requirements of the
California Corporations Code (the "CCC") (in particular, to reduce the maximum
number of directors of the Company from six to five, which is the maximum number
of directors permitted by Section 212 of the CCC if the minimum number of
directors is three, as is currently provided pursuant to the Restated and
Amended Bylaws of the Company, and to fix the exact number of directors at four,
until changed by the Board of Directors of the Company pursuant to the
applicable provisions of the Bylaws). The restatement and amendment of the
Restated Articles of Incorporation of the Company and the Restated and Amended
Bylaws of the Company was duly approved by the Board of Directors and the
shareholders of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. Not applicable.
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(b) Pro Forma Financial Information. Not applicable.
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(c) Exhibits. Not applicable.
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ITEM 8. CHANGE IN FISCAL YEAR
At a scheduled meeting of the Board of Directors of the Company held on
November 12, 1998, the Board of Directors of the Company determined to change
the fiscal year of the Company to a calendar year end (January 1 to December
31), commencing with the calendar year/fiscal year ended December 31, 1998. The
report covering the transition period will be filed with the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1998, to be filed
with the Securities and Exchange Commission on or prior to March 31, 1999.
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SIGNATURE
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.
Date: January 12, 1999 TELENETICS CORPORATION
By: /s/ MICHAEL A. ARMANI
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Michael A. Armani, Chairman of the Board,
Chief Executive Officer, President
and Chief Financial Officer
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