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: January 24, 2000
W3 GROUP, INC,
(Exact name of registrant as specified in its charter)
Colorado 0-27083 84-1108035
(State or other Commission File (IRS Employer
Jurisdiction of Number)
Identification No.)
444 Madison Avenue, Suite 1710, New York, NY 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 317-0060
Former Name or Former Address If Changed Since Last Report
<PAGE>
Item 5. Other Events
The registrant has 1,056,000 shares of Series B Convertible Preferred
Stock ("Series B Shares") issued and outstanding as of the date of
this report. Formerly, the conversion rate was 1.25 Common Shares for
one Series B Share, but was changed to 0.0416 Common Shares for one
Series B Share when the registrant's Common Stock was reverse split on
a 1 for 30 basis, effective October 1, 1999.
The Board of Directors of the registrant approved a modification of
the conversion rate of Series B Shares which was subsequently approved
at a special meeting of shareholders on January 18, 2000. Effective
January 19, 2000, the conversion rate is 0.5 (one half) share of
Common Stock for one Series B Share. Articles of Amendment to the
issuer's Articles of Incorporation to that effect were filed with the
Colorado Secretary of State on January 19, 2000 and are included as an
exhibit to this report.
Exhibit: Articles of Amendment to Articles of Incorporation filed with
Colorado Secretary of State on January 19, 2000.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: January 24, 2000 W3 GROUP, INC.
By: /s/ Robert Gordon
Robert Gordon, Executive Vice President
Mail to: Secretary of State For office use only
Corporations Section
1560 Broadway, Suite 200
Denver, CO 80202
(303) 894-2251
MUST BE TYPED Fax (303) 894-2242
FILING FEE: $25.00
MUST SUBMIT TWO COPIES
ARTICLES OF AMENDMENT
Please include a typed TO THE
self-addressed envelope ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
First: The name of the corporation is W3 Group, Inc.
Second: The following amendment to the Articles of Incorporation was adopted
on January 18, 2000, as prescribed by the Colorado Business Corporation Act, in
the manner marked with an X below:
No shares have been issued or Directors Elected - Action by
Incorporators
No shares have been issued but Directors Elected - Action by Directors
Such amendment was adopted by the board of directors where shares have
been issued and shareholder action was not required.
CRS section 7-106-102
X Such amendment was adopted by a vote of the shareholders. The number
of shares voted for the amendment was sufficient for approval.
Up until the filing date of these Articles of Amendment to Articles of
Incorporation, each share of the existing series of preferred stock entitled
"Series B Convertible Preferred Stock" was convertible into 0.0416 share of
common stock, being the conversion rate after the 1 for 30 reverse split of the
class of common stock shares in 1999. The original conversion rate for the
Series B Convertible Preferred Stock was 1.25; because of the reverse split of
the common stock in October 1999, that original conversion rate was divided by
30, for a revised conversion rate of 0.0416 shares of common stock for each
Series B share.
On January 18, 2000, the holders of common stock approved the change in the
conversion rate of the Series B Convertible Preferred Stock to 0.5 share of
common stock. This change is effective as of the filing date of these Articles
of Amendment to Articles of Incorporation.
Except as amended by the preceding provision, all rights and privileges of
the Series B Convertible Preferred Stock remains unchanged.
W3 Group, Inc.
/s/ Stephen E. Rounds
Stephen E. Rounds, Attorney
duly authorized
Revised 7/95
