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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) April 15, 1997
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Sanctuary Woods Multimedia Corporation
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(Exact Name of the Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-21510 75-2444109
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(Commission File Number) (I.R.S. Employer Identification No.)
1825 South Grant Street, San Mateo, California 94402
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(Address of Principal Executive Offices) (Zip Code)
(415) 286-6000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
Sanctuary Woods Multimedia Corporation, a British Columbia
corporation (the "Company"), was originally incorporated in the Province of
British Columbia, Canada. On April 15, 1997, the Company changed its
jurisdiction of incorporation to the State of Delaware by means of a
"continuance" under Canadian law and a "domestication" under Delaware law. The
domestication was effected pursuant to a Request for Consent to Continuance
filed with the British Columbia Registrar of Companies and a Certificate of
Domestication filed with the Secretary of State of Delaware.
As a result of the domestication, the Company has become a Delaware
corporation as if it had originally been incorporated in that jurisdiction and
its incorporation in British Columbia, Canada has been discontinued. There has
been no change in ownership of the assets, rights, powers and property and the
debts, liabilities and obligations of the Company as a result of the
Domestication. There has also been no change in the name, business,
management, board of directors, fiscal year, location of principal facilities,
assets or liabilities of the Company as a result of the Domestication.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
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EXHIBIT
NUMBER DESCRIPTION
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3.1(1) Certificate of Incorporation of Registrant.
3.2(2) Amended and Restated Certificate of Incorporation by Registrant.
3.3(3) Bylaws of Registrant.
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(1) Incorporated by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form 8-B filed
with the Securities and Exchange Commission on May 2,
1997.
(2) Incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form 8-B filed
with the Securities and Exchange Commission on May 2,
1997.
(3) Incorporated by reference to Exhibit 3.3 of the
Registrant's Registration Statement on Form 8-B filed
with the Securities and Exchange Commission on May 2,
1997.
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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: April 30, 1997
SANCTUARY WOODS MULTIMEDIA CORPORATION
By: /s/Charlotte J. Walker
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Charlotte J. Walker
Chairman, President and
Chief Executive Officer
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