VISTA 2000 INC
8-K, 1996-10-28
CUTLERY, HANDTOOLS & GENERAL HARDWARE
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                                    UNITED STATES
                          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):  October 14, 1996




                                   VISTA 2000, INC.
             -----------------------------------------------------------
                (Exact Name of Registrant as Specified in its Charter

                                   State of Delaware
             -----------------------------------------------------------
                    (State or Other Jurisdiction of Incorporation)



        0-23204                                      58-1972066
- ------------------------               ---------------------------------------
(Commission File Number)               (I.R.S. Employer Identification Number)


736 Johnson Ferry Road, Building C, Marietta, Georgia             30067
- ------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                    (Zip Code)


                               (770) 971-4344
          -----------------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)


- ------------------------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)

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ITEM 5.   OTHER EVENTS.

     Section 2.3 of the Bylaws of the Registrant has been amended as follows:

          SPECIAL MEETINGS OF THE SHAREHOLDERS.  Special Meetings of the 
     shareholders for any purpose or purposes may be called by the Chairman 
     of the Board, and shall be called by the Chairman of the Board or the 
     Secretary at the request in writing of two-thirds of the Board of 
     Directors.  After the first annual Shareholders Meeting following 
     adoption of this Section 2.3 of the Bylaws, Special Meetings of the 
     Shareholders may also be called at the request in writing of a 
     shareholder or shareholders owning twenty (20%) percent of the 
     outstanding common shares of the corporation issued and outstanding and 
     entitled to vote.  Such request shall state the purpose or purposes of 
     the proposed meeting.  Business transacted at all special meetings shall 
     be confined to the subjects stated in the notice of special meeting and 
     matters germane thereto.

<PAGE>

                                      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.

                                  VISTA 2000, INC.


                                  By:     /s/ G. Louis Graziadio, III
                                      ----------------------------------------
                                       G. Louis Graziadio, III, President

Dated: October 14, 1996


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