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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: September 14, 1999
TEXAS EQUIPMENT CORPORATION
(Exact Name of Company as specified in its charter)
NEVADA 00-21813 62-1459870
(State of Incorporation) (Commission File No.) (IRS Employer
ID Number)
1305 Hobbs Highway, Seminole, Texas 79360
(Address of Principal Offices)
Company's telephone number: (915) 758-3643
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ITEM 5. REVERSE STOCK SPLIT.
Effective September 7, 1999, the Company effected a one-for-seven
reverse stock split ("Reverse Split") of the Company's Common Stock. Prior to
the Reverse Split, the Company had a total of 50,000,000 authorized shares of
Common Stock, having a par value of $.001 per share. After the Reverse Split,
the Company still had authorized 50,000,000 shares of Common Stock having a par
value of $.001 per share. As a result of the Reverse Split, the Company issued
one (1) share of Common Stock in exchange for every seven (7) shares of Common
Stock issued and outstanding immediately prior to the effective date of the
Reverse Split. Fractional shares will be redeemed on the basis of the
proportionate fraction representing the average of the closing bid and asked
prices of the pre-Reverse Split Common Stock over the five business day period
ending September 6, 1999. The approval of the stockholders of the Company was
obtained for the Reverse Split at an annual meeting conducted on August 7, 1998.
ITEM 7. EXHIBITS
EXHIBIT 10.1 Certificate of Reverse Stock Split dated September 1,
1999.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TEXAS EQUIPMENT CORPORATION
Date: September 14, 1999 By: /s/ Paul J. Condit
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Paul J. Condit
President and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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10.1 Certificate of Reverse Stock Split dated September 1, 1999.
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EXHIBIT 10.1
CERTIFICATE OF REVERSE STOCK SPLIT
FOR
TEXAS EQUIPMENT CORPORATION
The undersigned, being the duly elected President and Secretary,
respectively, of TEXAS EQUIPMENT CORPORATION (the "Corporation"), a Nevada
corporation, hereby certify for the purposes of Nevada Revised Statutes 78.209
as follows:
1. The Board of Directors of the Corporation approved a one-for-seven
reverse stock split (the "Reverse Split") of the Corporation's authorized,
issued and outstanding common stock, par value $.001 per share ("Common Stock")
at a meeting of the Board of Directors of the Corporation held on June 14, 1999
(subsequent to an initial tentative approval of such Reverse Split by the Board
of Directors on August 7, 1998, at which time the Board of Directors directed
that the matter be submitted to a vote of the Company's shareholders).
2. The total number of authorized shares of Common Stock before the
effective date of the Reverse Split was fifty million (50,000,000) shares,
having a par value of $.001 per share.
3. The total number of authorized shares of Common Stock after the
effective date of the Reverse Split shall be fifty million (50,000,000) shares,
having a par value of $.001 per share.
4. The Corporation shall issue one (1) share of Common Stock in
exchange for every seven (7) shares of Common Stock issued and outstanding
immediately prior to the effective date of the Reverse Split.
5. Fractional shares resulting from the Reverse Split will be redeemed
on the basis of the proportionate fraction of the average of the closing bid and
asked prices of the pre-Reverse Split Common Stock over the five business day
period ending September 6, 1999.
6. The approval of the stockholders of the Corporation for the Reverse
Split was obtained at an annual meeting conducted on August 7, 1998 by a vote of
20,006,146 in favor (in excess of 81% of the shares outstanding), 169,444
opposed and 41,300 abstaining.
7. The Reverse Split shall be effective at 5:00 p.m., New York time on
September 7, 1999.
Dated: September 1, 1999.
/s/ Paul J. Condit
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PAUL J. CONDIT, President, Chief Executive
Officer and Chairman of the Board
/s/ E.A. Milo Mattorano
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E.A. Milo Mattorano, Assistant Secretary
STATE OF TEXAS )
COUNTY OF GAINES )
The foregoing instrument was acknowledged before me this 1st day of
September , 1999, by Paul J. Condit and E.A. Milo Mattorano, as President and
Assistant Secretary, respectively, of Texas Equipment Corporation, a Nevada
corporation, on behalf of the Corporation, who is personally known to me and who
did not take an oath.
/s/ Laura Shain
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Notary Public, State of Texas
