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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OR REPORT: JUNE 26, 1995
Commission File No. 1-10020
Assix International, Inc.
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(Exact name of registrant as specified in charter)
Delaware 59-2855398
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(State of Incorporation) (I.R.S. Employer Identification No.)
100 North Tampa Street, Suite 3575, Tampa, Florida 33602
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(Address of principal executive offices)
813-224-0228
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Registrant's telephone number, including area code
505 East Jackson Street, Suite 220, Tampa, Florida 33602
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(Former name, former address and former fiscal year, if changed since last year)
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ITEM 5. OTHER EVENTS
At its annual meeting of stockholders held on May 31, 1995, a majority of
the Company's outstanding shares of common capital stock approved an Agreement
of Sale pursuant to which the Company will transfer all of its automotive
operating assets to a newly formed wholly-owned subsidiary, Assix Automotive,
Inc., in exchange for 100% of the issued and outstanding shares of the newly
formed entity. Under the terms of the Agreement, these operating automotive
assets will be transferred by the Company to its wholly-owned subsidiary at a
closing to be held on June 30, 1995.
The Company's shareholders also approved at its annual meeting of
stockholders an amendment to the Company's Certificate of Incorporation
pursuant to which the name of the Company would be changed to Excal
Enterprises, Inc. By adopting this amendment, the Company will be able to
assign all rights to the use of its name and developed as part of its
automotive operating business to Assix Automotive, Inc. and thereby enable the
Company to diversify its operations. To that end, the Company filed a
Certificate of Amendment reflecting this name change with the Delaware Office
of the Secretary of State on June 13, 1995.
ITEM 7. EXHIBITS
Reg. S-B
Item 601 No. Exhibit Label Description
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(3) "A" Certificate of Amendment of
Certificate of Incorporation
SIGNATURES:
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunder duly authorized.
ASSIX INTERNATIONAL, INC.
(Registrant)
By: /s/ W. Carey Webb
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W. Carey Webb, President
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ASSIX INTERNATIONAL, INC.
ASSIX INTERNATIONAL, 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: That the Board of Directors of the Corporation by the unanimous
written consent of its members, filed with the minutes of the board, duly
adopted a resolution setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable and
placing such amendment on the agenda of the annual meeting of the stockholders
of the Corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, That Article I of the Corporation's Certificate of
Incorporation be amended to read in its entirety as follows:
"THE NAME OF THE CORPORATION SHALL BE EXCAL ENTERPRISES, INC."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
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THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, Assix International, Inc. has caused this
certificate to be signed by R. Park Newton, III, its Chairman of the Board of
Directors, this 8th day of June, 1995.
R. Park Newton, III
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R. Park Newton, III
Chairman of the Board of Directors
