LUCAS EDUCATIONAL SYSTEMS INC
8-K, 2000-08-09
BLANK CHECKS
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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):  July 29, 2000


                         LUCAS EDUCATIONAL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)



     Delaware                         0-24374                62-1690722
----------------------------     ------------------     ---------------------

(State or other jurisdiction     (Commission File       (I.R.S. Employer
 of incorporation)                Number)                Identification No.)


               17950 Preston Road, Suite 912, Dallas, Texas 75252
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code: 972.267.7250


<PAGE>


Item 5.           Other Events

On July 29, 2000 the  stockholders  of the company  approved an Amendment to the
Certificate  of  Incorporation  to decrease the number of  authorized  shares of
common stock from Twenty Million (20,000,000) to Five Million  (5,000,000),  and
to recapitalize  the common stock to effect a one-for-four  reverse split of the
common stock of the company.

Further,  the  stockholders  approved  that,  after giving effect to the reverse
split,  the  authorized  number of shares of common  stock will be  restored  to
Twenty Million (20,000,000).

The company announced the shareholder's  action, the effective date of August 1,
2000 and a new trading symbol LCSE  (OTCBB:LCSE) and CUSIP (549332 20 3) on July
31,  2000. A copy of the Press  Release has been  included as an exhibit to this
report.


Item 7.           Exhibit

         (b)      Exhibit

         Exhibit 22.1 - Press Release of company dated July 31, 2000

                                    SIGNATURE

Pursuant to the requirement 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.


                                             LUCAS EDUCATIONAL SYSTEMS, INC.




                                             By:  /s/ Steven R. Crowell
                                                  ---------------------------
                                                      Steven R. Crowell
                                                      Chief Financial Officer



Dated:  August 8, 2000


<PAGE>


                                INDEX TO EXHIBIT

Exhibit
Number                             Exhibit                                 Page

22.1                      Press Release dated July 31, 2000                 4




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