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 EARLIEST REPORTED EVENT - September 22, 2000
Yifan Communications, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 000-23672 34-1692323
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification Number)
41-60 MAIN STREET, SUITE 210
FLUSHING, QUEENS, NEW YORK 11355
(Address of Registrant's principal executive offices)
(727) 443-3434
(Registrant's telephone number, including area code)
(727) 443-5240
(Registrant's facsimile number, including area code)
(Former name or former address, if changed since last report)
<PAGE>
Item 5.
OTHER EVENTS
Amendment of Certificate of Incorporation
On September 22, 2000, two corporations that collectively owned
18,500,000 shares, or approximately 57%, of the issued and outstanding $0.0002
par value common stock of the Issuer (the "Old Common") executed written
consents to a proposed amendment to the Issuer's Certificate of Incorporation
(the "September Amendment"). The September Amendment was a negotiated element of
a business combination transaction described in our Current Report on Form 8-K
dated August 17, 2000, and our Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 and Regulation 14C Thereunder dated
September 1, 2000.
In connection with the filing of the September Amendment, the Company
filed a "Certificate of Termination" that withdrew a prior amendment to its
Certificate of Incorporation dated July 28, 2000 (the "July Amendment"). The
September Amendment superceded the July Amendment in its entirety. Except for
changes in the effective date of the amendment and the valuation date for
fractional shares, the terms of the September Amendment were identical to the
terms of the July Amendment. The September Amendment was filed with the
Secretary of State of the State of Delaware on September 22, 2000 and became
effective at 12:01 a.m. on September 25, 2000. The operative text of the
September Amendment is set forth below:
ARTICLE IV
CAPITAL STOCK
4.1 Reverse Split of Outstanding Common Stock. Effective at 12:01 a.m.
EST on September 25, 2000, and without any further action by the holders
of the Common Stock of the Corporation, the THIRTY TWO MILLION, FIVE
HUNDRED THOUSAND (32,500,000) issued and outstanding shares of the
Corporation's $0.0002 par value common stock ("Old Common"), together
with any additional shares of the Corporation's Old Common that are or
may be issued prior to the effective time set forth above, shall be
consolidated or "reverse split" in the ratio of one (1) share of $0.008
par value common stock ("New Common") for every forty (40) shares of Old
Common currently held by a stockholder so that the total issued and
outstanding capital stock of the Corporation shall consist of EIGHT
HUNDRED TWELVE THOUSAND FIVE HUNDRED (812,500) shares, more or less, as
adjusted for any additional issuances of Old Common prior to the
effective time set forth above. No fractional shares of New Common shall
be issued in connection with the reverse split. In the event that the
foregoing reverse split would result in the issuance of a fractional
share of New Common to any stockholder, the Corporation shall pay the
Stockholder entitled thereto an amount in cash equal to the fair market
value of such fractional shares, determined as of the close of business
on September 22, 2000.
4.2 Authorized Capital. From and after 12:01 a.m. EST on September 25,
2000, the Corporation shall be authorized to issue a total of One Hundred
Ten Million (110,000,000) shares of capital stock which shall be
subdivided into classes as follows:
(a) One Hundred Million (100,000,000) shares of the Corporation's
capital stock shall be denominated as Common Stock, have a par
value of $0.008 per share, and have the rights, powers and
preferences set forth in this paragraph. The Holders of Common
Stock shall share ratably, with all other classes of common
equity, in any dividends that may, from time to time, be declared
by the Board of Directors. No dividends may be paid with respect
to the Corporation's Common Stock, however, until dividend
distributions to the holders of Preferred Stock, if any, have
been paid in accordance with the certificate or certificates of
designation relating to such Preferred Stock. The holders of
Common Stock shall share ratably, with all other classes of
common equity, in any assets of the Corporation that are
available for distribution to the holders of common equity
securities of the Corporation upon the dissolution or liquidation
of the Corporation. The holders of Common Stock shall be entitled
to cast one vote per share on all matters that are submitted for
a vote of the stockholders.
(b) Ten Million (10,000,000) shares of the Corporation's authorized
capital stock shall be denominated as Preferred Stock, par value
of $0.008 per share. Shares of Preferred Stock may be issued from
time to time in one or more series as the Board of Directors, by
resolution or resolutions, may from time to time determine, each
of said series to be distinctively designated. The voting powers,
preferences and relative, participating, optional and other
special rights, and the qualifications, limitations or
restrictions thereof, if any, of each such series of Preferred
Stock may differ from those of any and all other series of
Preferred Stock at any time outstanding, and the Board of
Directors is hereby expressly granted authority to fix or alter,
by resolution or resolutions, the designation, number, voting
powers, preferences and relative, participating, optional and
other special rights, and the qualifications, limitations and
restrictions thereof, of each such series of Preferred Stock.
RATIFICATION OF YEAR 2000 INCENTIVE STOCK PLAN
On September 22, 2000, two corporations that collectively owned
18,500,000 shares, or approximately 57%, of the issued and outstanding $0.0002
par value common stock of the Issuer (the "Old Common") executed written
consents that ratified the adoption of the Company's Year 2000 Incentive Stock
Plan. The Incentive Stock Plan will permit the grant of incentive equity awards
covering up to 1,500,000 shares of New Common. The terms of the Year 2000
Incentive Stock Plan were a negotiated element of a business combination
transaction described in our Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934 and Regulation 14C Thereunder dated
September 1, 2000.
RATIFICATION OF NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
On September 22, 2000, two corporations that collectively owned
18,500,000 shares, or approximately 57%, of the issued and outstanding $0.0002
par value common stock of the Issuer (the "Old Common") executed written
consents that ratified the adoption of the Company's Non-Employee Directors'
Stock Option Plan. The total number of shares available for grant under the plan
will be 500,000. Of this initial authorization, options to purchase an aggregate
of 100,000 will be granted to the current non-employee members of the Board of
Directors. The terms of the Non-Employee Directors' Stock Option Plan were a
negotiated element of a business combination transaction described in our
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934 and Regulation 14C Thereunder dated September 1, 2000.
RATIFICATION OF AUDITOR
On September 22, 2000, two corporations that collectively owned
18,500,000 shares, or approximately 57%, of the issued and outstanding $0.0002
par value common stock of the Issuer (the "Old Common") executed written
consents that ratified the selection of Want & Ender, Certified Public
Accountants, to serve as our Company's auditors for the year ended December 31,
2000.
ITEM 7.
Financial Statements and Exhibits
(c) Exhibits.
3.2 Certificate of Termination relating to the July 28, 2000 Amendment to the
Certificate of Incorporation of Yifan Communications, Inc.
3.3 Amendment to the Certificate of Incorporation of Yifan Communications, Inc.
dated September 22, 2000
4.1 Specimen Certificate for shares of Company's $0.008 par value Common Stock
10.1 Amended Year 2000 Incentive Stock Plan of Yifan Communications, Inc. dated
September 22, 2000
10.2 Non-Employee Directors' Stock Option Plan of Yifan Communications, Inc.
dated September 22, 2000
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, thereunto duly authorized.
YIFAN COMMUNICATIONS, INC.
September 25, 2000
By: /s/
------------------------
Yifan He, President
