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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 25, 1996
BIO FLUORESCENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-19693 87-0485320
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7373 North Scottsdale Road
Suite D222
Scottsdale, Arizona 85253
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (602) 596-0269
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Item 5. Other Events
On November 18, 1996, the Board of Directors of Bio
Fluorescent Technologies, Inc., a Nevada corporation (the "Company"), declared a
one-for-three reverse stock split. The purpose of the reverse stock split is to
increase both the trading price and the overall trading activity of the
Company's shares of Common Stock. The Company's Board of Directors believes that
the reverse stock split is in the best interests of the Company and its
Stockholders.
As a result of the reverse stock split, the currently
outstanding 17,812,132 shares of the Company's $0.001 par value Common Stock
shall be reconstituted and converted into 5,937,378 shares of $0.001 par value
Common Stock.
In addition to the foregoing, the Company will be authorized
to issue Eight Million Three Hundred Thirty Three Thousand, Three Hundred Thirty
Four (8,333,334) shares of Common Stock, instead of the Twenty Five Million
(25,000,000) shares of Common Stock currently authorized.
In connection with the reverse stock split, the Company shall
reconstitute and convert all currently outstanding warrants and options to
purchase an aggregate of 1,990,000 shares of Common Stock, constituting the only
outstanding class of equity shares into an aggregate of one-third such amount or
663,334 shares.
No vote of the Company's Stockholders is required for the
reverse stock split, which shall be effective as of December 2, 1996.
For further information, see the Officers' Certificate and the
Written Consent in Lieu of Special Meeting of the Board of Directors filed
herewith as Exhibits 1.1 and 1.2.
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Item 7. Financial Statements and Exhibits
(c) Exhibits.
1.1 Officers' Certificate, pursuant to Section 78.207 of
the General Corporation Law of Nevada, dated November
18, 1996.
1.2 Written Consent in Lieu of Special Meeting of the
Board of Directors, pursuant to Section 78.315 of the
General Corporation Law of Nevada, dated November 18,
1996.
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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 hereunto duly authorized.
Dated: November 29, 1996 BIO FLUORESCENT TECHNOLOGIES, INC.
By: /s/Jan Olivier
---------------------------------------------
Jan Olivier, President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit Sequentially Numbered
Number Description Page
1.1 Officers' Certificate, pursuant to Section
78.207 of the General Corporation Law of
Nevada, dated November 18, 1996.
1.2 Written Consent in Lieu of Special Meeting
of the Board of Directors, pursuant to
Section 78.315 of the General Corporation
Law of Nevada, dated November 18, 1996.
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Exhibit 1.1
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA OFFICERS' CERTIFICATE
PURSUANT TO NRS 78-207
DEC 02 1996
C-1236-90
DEAN HELLER SECRETARY OF STATE
/s/ DEAN HELLER
The undersigned certify that:
1. They are the president and the secretary, respectively, of Bio
Fluorescent Technologies, Inc., a Nevada corporation (the
"Company").
2. The Company has declared a one for three reverse stock split.
3. Prior to the one for three reverse stock split, the Company had
authorized Twenty Five Million (25,000,000) shares of common stock,
par value $0.0001 per share.
4. After the one for three reverse stock split, the Company will have
authorized Eight Million, Three Hundred Thirty Three Thousand, Three
Hundred Thirty Four (8,333,334) shares of common stock, par value
$0.001 per share.
5. The Company shall reconstitute and convert all currently outstanding
warrants and options to purchase an aggregate of One Million Nine
Hundred Ninety Thousand (1,990,000) shares of Common Stock,
constituting the only outstanding class of equity shares into an
aggregate of one-third such amount or Six Hundred Sixty Three
Thousand Three Hundred Thirty Four (663,334) shares. Any fractional
shares resulting from the reverse stock split will be rounded up
into the nearest whole share.
5. No vote of the shareholders is required for the reverse stock split.
6. The reverse stock split shall be effective as of December 2, 1996.
We further declare under penalty of perjury under the laws of the State
of Nevada that the matters set forth in this Certificate are true and correct of
our own knowledge.
Date: November 18, 1996
/s/ JAN J. OLIVIER
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President
/s/ A. RICHARD BULLOCK
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Secretary
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EXHIBIT 1.2
WRITTEN CONSENT
OF
DIRECTORS
OF
BIO FLUORESCENT TECHNOLOGIES, INC.
(A Nevada corporation)
The undersigned, constituting all of the directors of Bio
Fluorescent, Inc., a Nevada corporation (the "Corporation"), hereby adopt the
following resolutions by written consent pursuant to Section 78.315 of the
Nevada General Corporation Law:
WHEREAS, the Board of Directors has been presented with a
proposal to authorize a one-for-three reverse stock split in
accordance with the form of Officers' Certificate attached
hereto as Exhibit A ("the Reverse Stock Split");
WHEREAS, a vote of the shareholders is not required to effect a
reverse stock split pursuant to Section 78.207 of the Nevada
General Corporation Law;
NOW, THEREFORE, BE IT RESOLVED, that the Reverse Stock Split be
and hereby is approved.
RESOLVED FURTHER, that any one or more of the Officers of the
Corporation (the "Authorized Party") hereby is authorized,
empowered and directed, in the name and on behalf of the
Corporation, to execute and deliver the Reverse Stock Split
substantially in the form presented to and considered by this
Board of Directors, with such modifications therein as the
Authorized Party executing the same on its behalf shall in his
sole discretion determine, such determination to be conclusively
evidenced by his execution and delivery thereof;
RESOLVED, that the President, or any other executive officer of
the Corporation, be, and each of them hereby is, authorized, in
the name and on behalf of the Corporation, to make all such
arrangements, to do and perform all such acts and things, and to
execute and deliver all such officers' certificates and such
other instruments and documents as they may deem necessary or
appropriate in order to effectuate the Reverse Stock Split or
any of the foregoing resolutions (hereby ratifying and
confirming any and all actions taken heretofore and hereafter to
accomplish such purposes, all or singular); and
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RESOLVED FURTHER, that the authority and power given hereunder shall be deemed
retroactive and any and all acts authorized hereunder performed prior to the
passage of this resolution are hereby approved, confirmed and ratified.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the
18th day of November, 1996.
/s/ RAY A. TRIPHAHN
----------------------------------
Ray A. Triphahn
/s/ A. RICHARD BULLOCK
----------------------------------
A. Richard Bullock
/s/ JAN J. OLIVIER
----------------------------------
Jan J. Olivier
