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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported: September 16, 1998 (August 24,
1998)
TADEO HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 95-4228470
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(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification Numbers)
42175 Grand River Avenue - Suite 101
Novi, Michigan 48735
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(Address of Principal Executive Offices)
Tadeo Holdings, Inc.
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Brian D. Bookmeier
President
Tadeo Holdings, Inc.
42175 Grand River Avenue - Suite 101
Novi, Michigan 48735
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(Name and address of agent for service)
(248) 374-9418
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(Telephone number, including area code, of agent for service)
Copy to:
Peter W. Rothberg, Esq.
Nixon, Hargrave, Devons, & Doyle LLP
437 Madison Avenue
New York, New York 10022
(212) 940-3000
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(Former name of former address, if changed since last report)
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Item 5 - Other Events.
On August 24, 1998 the Company amended its Certificate of Designations,
Preferences and Relative, Participating, Optional or Other Special Rights of
Series A Redeemable Preferred Stock (the "Series A Preferred Stock") to
provide that the Company may, upon five (5) days' written notice to each
holder of the Series A Preferred Stock and at the Company's sole option,
redeem all or a portion of the Series A Preferred Stock, pro rata with
respect to the number of shares held by each stockholder thereof. The
conversion ratio for the redemption of the Series A Preferred Stock is
5.9280844 shares of the Company's common stock, $.0001 par value per share
(the "Common Stock"), for each share of Series A Preferred Stock. The
amendment was approved by the unanimous written consent of the Company's
Board of Directors and the holders of all issued and outstanding shares of
Series A Preferred Stock. By letter dated September 10, 1998, the Company
gave notice of its intention to redeem all of the issued and outstanding
Series A Preferred Stock, such redemption to be effective September 15, 1998.
The number of shares of Series A Preferred Stock outstanding on the date of
such notice was 229,950 and the number of additional shares of Common Stock
to be issued and outstanding as a result of the redemption and conversion of
the Series A Preferred Stock will be 1,363,163 shares.
Item 7 - Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits
1. Certificate of Amendment to Certificate of Designations, Preferences
and Relative, Participating, Optional or Other Special Rights of Series A
Redeemable Preferred Stock dated August 13, 1998.
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SIGNATURES
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 hereto duly authorized.
TADEO HOLDINGS, INC.
(Registrant)
Dated: September 18, 1998 By: /s/ Brian D. Bookmeier
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Brian D. Bookmeier, President and
Chief Executive Officer
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Exhibit 99.1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS
OF
SERIES A REDEEMABLE PREFERRED STOCK
BY RESOLUTION OF THE BOARD OF DIRECTORS
AND
UNANIMOUS WRITTEN CONSENT OF SERIES A STOCKHOLDERS
OF
TADEO HOLDINGS, INC.
Under Section 242 of the
Delaware General Corporation Law
Tadeo Holdings, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
Pursuant to the requirements of Section 242 of the General Corporation Law
of the State of Delaware, in accordance with the authorization of the unanimous
written consent of the holders of all of the Corporation's Series A Redeemable
Preferred Stock (the "Series A Stock"), the Board of Directors of the
Corporation, by unanimous written consent, adopted a resolution providing for an
amendment to the Certificate of Designations, Preferences and Relative,
Participating, Optional or Other Special Rights of Series A Redeemable Preferred
Stock (the "Certificate of Designations"), to provide for the conversion, at the
option of the Corporation, of the Series A Stock into shares of the
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Corporations common stock, $.0001 par value per share (the "Common Stock"),
which resolution is as follows:
RESOLVED, that it is desirable and in the best interests of the Corporation
to amend the Corporation's Certificate of Designations to provide for the
conversion of the Series A Stock into shares of Common Stock at the conversion
rate of 5.9280844 shares of Common Stock for each share of Series A Preferred
Stock converted, that the Certificate of Designations be amended by adding a new
paragraph 5 as follows:
"5. Mandatory Conversion.
The Corporation may, upon five (5) days' written notice to each holder
of the Series A Preferred Stock, at its sole option, redeem all or a
portion of the Series A Preferred Stock, pro rata with respect to the
number of shares held by each stockholder thereof, at the rate of 5.9280844
shares of common stock of the Corporation, $.0001 par value per share of
Series A Preferred Stock called by the Corporation for such conversion."
and that each paragraph of the Certificate of Designations following new
paragraph 4 be re-designated with the number next succeeding its current number,
from the next paragraph currently numbered 4 through the last paragraph
currently numbered 8, so that the next paragraph currently numbered 4 shall be
re-numbered 5 and the last paragraph currently numbered 8 shall be re-numbered
9.
IN WITNESS WHEREOF, the undersigned has hereunto signed his name and
affirms that the statements made herein are true under the penalties of perjury
as of this 13 th day of August, 1998.
/s/ Brian D. Bookmeier
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Brian D. Bookmeier, President
