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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):
SEPTEMBER 16, 1997
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HARBOUR CAPITAL CORP.
(Exact name of registrant as specified in its charter)
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DELAWARE 33-57982-D 84-1204841
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
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GREENBRIER TOWER II
870 GREENBRIER CIRCLE, SUITE 400
CHESAPEAKE, VIRGINIA 23310
(Address of principal executive offices)
(757) 938-9863
(Registrant's telephone number, including area code)
3127 RAMSHORN DRIVE
CASTLE ROCK, COLORADO 80104
(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
The Board of Directors and a majority of the stockholders of the
Company approved (i) an Amendment to the Company's Articles of Incorporation
(the "Amendment") in order to increase the Company's authorized capital and
(ii) a Plan of Recapitalization (the "Plan") to effect a forward share split.
The Amendment increasing the authorized capital became effective on September
16, 1997 and the Plan became effective at the close of business on that same
date (the "Effective Date").
Prior to the Amendment, the certificate of incorporation of the
Company authorized the issuance of 4,000,000 shares of Common Stock; as
amended, the certificate of incorporation authorizes the issuance of 50,000,000
shares of Common Stock. The actual number of authorized shares of Common Stock
has been increased by the Amendment by a greater percentage than the percentage
necessary to effect the share split. The Board of Directors believes that the
Company will likely require this number of shares of authorized Common Stock in
order to raise additional capital in public and private transactions, to effect
mergers or acquisitions, to reward its employees through stock option plans and
to reserve Common Stock for issuance upon exercise of options and warrants.
The Board of Directors believes the additional authorization will provide the
Company with sufficient authorized shares to fulfill current obligations and
meet projected growth plans for the next five years.
On the Effective Date, each one outstanding share of the Company's
Common Stock was automatically converted into seven shares of Common Stock.
The share split was effected on the Company's transfer records by the Company's
transfer agent on the Effective Date and the transfer agent has sent
certificates for the additional shares to each shareholder of record as of the
close of business on the Effective Date. The Company did not issue fractional
shares pursuant to the share split, but instead issued one whole share to any
stockholder who would otherwise be entitled to receive a fractional share. The
principal effect of the share split was to increase the number of shares issued
and outstanding from 2,528,246 shares to approximately 17,697,750, the actual
number being dependent upon the number of whole shares issued in elimination of
fractional shares to beneficial holders whose shares are held in nominee broker
accounts. The share split will not have any immediate effect on any
stockholder's proportionate interest in the Company, including the
proportionate interest of management, except for the de minimis effect on those
stockholders who receive one whole share in lieu of a fractional share.
Stockholders' proportionate interest will change only upon the sale and
issuance of additional securities. The number of shares issuable upon exercise
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of outstanding Class A Warrants and Class B Warrants (the "Warrants") will also
be increased by the same seven for one ratio and the exercise price per share
will be proportionately adjusted.
All of the shares of the Company's Common Stock issued and outstanding
at the close of business on September 12, 1997 (the "Record Date") were
entitled to vote on the corporate actions described above. Stockholder
approval of those corporate actions was obtained pursuant to Section 228 of the
Delaware General Corporation Law, which provides that any action required or
permitted to be taken at any meeting of the stockholders may be taken without a
meeting, without prior notice and without a vote, if a written consent setting
forth the action so taken is signed by stockholders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. The Company has received and filed with the minutes of
stockholder meetings the written consent to the approval of the Plan and
Amendment signed by stockholders holding an aggregate of 2,508,080 shares of
Common Stock, or 99.2% of the shares of Common Stock entitled to vote and has
given the written notice of the taking of the actions without a meeting as
required by Delaware law. Substantially all of the shares voted for such
approval are owned by officers and directors of the Company.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Not applicable
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not applicable.
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.
HARBOUR CAPITAL CORP.
Date: September 16, 1997 By: /s/ R. Thomas Kidd
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R. Thomas Kidd, Chairman of the
Board, Chief Executive Officer
and President
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