SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 12, 1999
BENTLEY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 0-19503 43-1325291
(State or other jurisdiction (Commission File No.) (IRS Employer ID No.)
of organization)
9719 Conway Road 63124
St. Louis, Missouri (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (314) 569-1659
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On September 27, 1999, the Shareholders of the Bentley International, Inc.
(the "Corporation") approved the liquidation and dissolution of the Corporation
on the terms described on the attached Exhibit 2.1 (the "Plan of Liquidation").
The resolution approving the liquidation was proposed to the Shareholders in the
Information Statement sent to the Shareholders on September 7, 1999. The Plan of
Liquidation authorized the Board of Directors to take any and all actions
necessary to effect such liquidation and dissolution on such terms and
conditions as the Board of Directors deems appropriate pursuant to The General
and Business Corporation Law of Missouri. On October 12, 1999, the Board of
Directors authorized the officers of the Corporation to file Articles of
Dissolution with respect to the Corporation with the Secretary of State of
Missouri with an effective date of November 5, 1999 and in connection with such
dissolution directed that the share transfer books of the Corporation be closed
on November 5, 1999. At the October 12, 1999 meeting, the Board of Directors
also reserved the authority to adopt procedures for the liquidation of the
Corporation, including terms and conditions in connection therewith and the
authority to revoke such dissolution. Pursuant to Missouri law, for 120 days
after the effective date of the dissolution the Board of Directors may revoke
the dissolution.
Exhibits
Exhibit No. Description
2.1 Resolution of the Shareholders of the Corporation adopting a
Plan of Liquidation, dated September 27, 1999.
Note: This Form 8-K contains certain forward looking statements of the type
described in the "Safe Harbor" provisions of the Private Securities
Litigation Reform Act of 1995, such as the planned closing date of the
share transfer records and the liquidation and dissolution of the
Corporation. The results of management's plans are beyond the ability of
the Company to control. Economic conditions, investment performance, the
resolution of litigation and other factors could cause materially
different results from those planned by management.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Form 8-K to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: October 26, 1999
BENTLEY INTERNATIONAL, INC.
By /s/ Lloyd R. Abrams
Lloyd R. Abrams, President and
Chief Executive Officer
RESOLUTION OF THE SHAREHOLDERS OF BENTLEY INTERNATIONAL, INC.
SETTING FORTH PLAN OF LIQUIDATION
RESOLVED:
To authorize the Board of Directors, in its complete discretion, to take any and
all actions necessary to effect all of the following actions, upon such terms
and conditions as the Board of Directors shall deem appropriate and pursuant to
the General Business Corporations Law of Missouri: (i) to pay off or establish a
reserve to pay off all legally enforceable liabilities of the Corporation and to
use those assets remaining after making such payments to distribute assets to
the shareholders in complete or partial liquidation of all of the assets of the
Company and to redeem and cancel all of the outstanding shares of common stock
of the Company or, in the alternative, (ii) to dissolve and terminate the
corporate existence of the Company, as well as to liquidate all of the assets of
the Company as described in (i) above, and, in addition, (iii) to revoke any
decision of the Board of Directors to take any of the foregoing actions pursuant
to clause (i) or (ii).
Dated September 27, 1999
