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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): November 30, 1999
FRAGRANCENET.COM, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 0-16819 94-3054267
(State or other Jurisdiction) (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2070 DEER PARK AVENUE
DEER PARK, NEW YORK 11729
(Address of principal executive offices)
Registrant's telephone number, including area code: (516) 242-3205
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ITEM 5. OTHER EVENTS
On November 16, 1999, at the 1999 Annual Meeting of Stockholders of
FragranceNet.com, Inc. (the "Corporation"), the stockholders of the
Corporation approved an amendment to the Certificate of
Incorporation of the Corporation increasing the number of shares of
common stock, $.01 par value, that the Corporation is authorized to
issue from 6,666,666 to 50,000,000. The amendment to the Certificate
of Incorporation of the Corporation was filed with the Secretary of
State of the State of Delaware on November 30, 1999. Upon such
filing of the Certificate of Amendment, 1,029,514 shares of Series A
Preferred Stock, issued pursuant to the Agreement and Plan of Merger
by and among the Corporation, FAC, Inc., Telescents, Inc., Dennis M.
Apfel, Jason S. Apfel, and Growth Capital Partners, L.L.C. dated
July 28, 1999, were converted automatically into 10,295,140 shares
of common stock. As of November 30, 1999, there are outstanding
16,868,330 shares of common stock of the Corporation.
ITEM 7. EXHIBITS
3.4 Certificate of Amendment of Certificate of
Incorporation of FragranceNet.com, Inc.
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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.
FRAGRANCENET.COM, INC.
Date: November 30, 1999
By: /s/Jason S. Apfel
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Jason S. Apfel
President and Chief Executive
Officer
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Exhibit 3.4
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
FRAGRANCENET.COM, INC.
Pursuant to Section 242 of
the General Corporation Law of
the State of Delaware
FragranceNet.com, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: The Certificate of Incorporation of the Corporation is
hereby amended by deleting ARTICLE FOURTH of the Certificate of Incorporation in
its entirety and substituting in lieu thereof the following:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is fifty
million (50,000,000) shares all of which shall be
Common Stock with a par value of $.01 per share."
SECOND: The amendment to the Certificate of Incorporation of
the Corporation set forth in this Certificate of Amendment has been duly adopted
in accordance with the applicable provisions of Section 242 of the General
Corporation Law of the State of Delaware, (a) the Board of Directors of the
Corporation having duly adopted a resolution setting forth such amendment and
declaring its advisability and submitting it to the stockholders of the
Corporation for their approval in conformity with the By-Laws of the Corporation
and (b) the holders of a majority of the outstanding stock
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of the Corporation entitled to vote thereon having voted to approve such
amendment at a meeting of the stockholders.
THIRD: The effective time of the amendment to the Certificate
of Incorporation of the Corporation set forth in this Certificate of Amendment
shall be as of the date filed by the Secretary of State of the State of
Delaware.
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IN WITNESS WHEREOF, the undersigned has caused its corporate
seal to be affixed and this Certificate of Amendment of its Certificate of
Incorporation to be executed as of the 30th day of November, 1999.
FRAGRANCENET.COM, INC.
By: /s/ Jason S. Apfel
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Name: Jason S. Apfel
Title: President
[Corporate Seal]
ATTEST:
/s/ Dennis M. Apfel
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Name: Dennis M. Apfel
Title: Secretary
