U. S. 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) March 24, 2000
AMERICAN ENTERPRISE.COM, CORP..
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation)
0-24696 59-3248917
(Commission File Number) (IRS Employer Identification No.)
6800 NORTH DALE MABRY HIGHWAY, SUITE 100, TAMPA, FL 33514
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(813) 882-6567
NATIONAL DIAGNOSTICS, INC.
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. NAME CHANGE AND 4:1 REVERSE STOCK SPLIT
In accordance with the vote of the majority of the shares of common stock of
National Diagnostics, Inc., Articles of Amendment to the Articles of
Incorporation and Restated Articles of Amendment to the Articles of
Incorporation were filed with the Secretary of State of Florida changing the
name of National Diagnostics, Inc. to American Enterprise.com, Corp., and
effecting a 4:1 reverse split of all of the common stock issued and outstanding.
Effective March 27, 2000, the common stock trading symbol on the OTC Bulletin
Board for American Enterprise.com, Corp. is "AMER"
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(1) Financial statements of businesses acquired: None required.
(2) Pro forma financial information: None required.
(c) Exhibits:
Exhibit (3)(i)2 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
Exhibit (3)(i)3 RESTATED ARTICLES OF AMENDMENT TO THE ARTICLES OF
INCORPORATION
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.
Date: March 24, 2000
American Enterprise.com, Corp.
/s/ CARDWELL NUCKOLS /s/ CURTIS L. ALLISTON
------------------------------------- --------------------------------
Cardwell Nuckols Curtis L. Alliston
President Secretary/Treasurer
/s/ CHARLES BROES /s/ BENEDICT MANISCALCO
------------------------------------- --------------------------------
Charles Broes BenedictManiscalco
CEO Chairman of the Board
EXHIBIT (3)(I)2
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
NATIONAL DIAGNOSTICS, INC.
----------------------------------
PURSUANT TO PROVISIONS OF THE
FLORIDA BUSINESS CORPORATION ACT
----------------------------------
NATIONAL DIAGNOSTICS, INC. (the "Corporation"), a corporation organized
and existing under the Florida Business Corporation Act, does hereby certify
that, pursuant to the applicable section(s) of the Florida Business Corporation
Act, the Board of Directors of the Corporation adopted the resolutions set forth
below, on February 20, 2000, which resolutions are in full force and in effect
as of the date hereof:
WHEREAS, the Corporation is authorized by its Bylaws to amend or repeal
any provision contained in the Articles of Incorporation (the "Articles");
WHEREAS, the Board of Directors has selected and recommended to the
Stockholders of the Corporation the change of the Corporation's name to American
Enterprise.com, Corp. and American Enterprise.com, Corp has consented to the
Corporation's name change and transferred to the Corporation all rights of
ownership to such name by virtue of a written consent of the majority of its
shareholders on February 20, 2000. This recommendation is based upon the Board's
judgement that American Enterprise.com, Corp. will present an identity which
retains the Company's established reputation for quality and performance in its
current core business while, at the same time, not limiting its corporate
identity with respect to its prospective businesses.
WHEREAS, in the opinion of the Board of Directors and on the advise of
outside independent investment advisors and for the purpose of consummating the
closing of that certain Merger Agreement by and between the Corporation and
American Enterprise Solutions, Inc., the Board of Directors have recommended
that the Corporation reverse its authorized and issued common stock, no par
value.
WHEREAS, the Stockholders owning a majority of the issued and
outstanding shares of capital stock and the Board of Directors of the
Corporation, by action of consent on February 20, 2000, with respect to the
foregoing matters have authorized the amendments set forth below to the
Articles.
NOW THEREFORE IT IS RESOLVED, that:
1. Article I of the Articles is hereby amended to reflect that the
name of the Corporation is hereby changed to AMERICAN
ENTERPRISE.COM, CORP.
2. The Articles are amended to reflect that the authorized common
stock as well as the issued and outstanding common stock of the
Corporation is hereby combined on the basis of four (4) shares of
common stock in exchange for one (1) share of common stock thereby
resulting in 2,250,000 shares of authorized common stock, no par
value and 2,250,000 shares issued and outstanding as of February
20, 2000, the record date for such action.
3. The foregoing resolutions shall be effective as of the date the
Corporation shall first obtain a new CUSIP number and trading
symbol but in the event later than 60 days from the date hereof.
4. Except as set forth herein the Articles of Incorporation of the
Corporation remain unchanged.
The foregoing was authorized by the entire Board of Directors and by a
majority of the Stockholders of the Corporation by written consent effective
February 20, 2000 and the number of votes cast by the Directors and Stockholders
were sufficient for approval.
IN WITNESS WHEREOF, National Diagnostics, Inc. through its designated
officer has caused this Certificate to be duly executed in its corporate name as
of February 20, 2000.
NATIONAL DIAGNOSTICS, INC.
By:/S/ CARDWELL C. NUCHOLS
-----------------------------------------
Dr. Cardwell C. Nuchols, President
and Director
STATE OF FLORIDA )
)
COUNTY OF HILLSBOROUGH )
On this 21st day of February, 2000, before me, a Notary Public in and
for the State and County aforesaid, personally appeared Dr. Cardwell C. Nuchols,
who either is known to me personally or who supplied _______________________ as
identification, acknowledged to the fact that he is the President and Director
NATIONAL DIAGNOSTICS, INC., and that he executed as said officer and Director
the foregoing Articles of Amendment of said Corporation as his act and deed and
as the act and deed of said corporation.
WITNESS my hand and seal of office on the date and year first
aforesaid.
------------------------------------
NOTARY PUBLIC
Notary Public Commission expires:
EXHIBIT (3)(I)3
RESTATED
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
NATIONAL DIAGNOSTICS, INC.
----------------------------------
PURSUANT TO PROVISIONS OF THE
FLORIDA BUSINESS CORPORATION ACT
----------------------------------
NATIONAL DIAGNOSTICS, INC. (the "Corporation"), a corporation organized
and existing under the Florida Business Corporation Act, does hereby certify
that, pursuant to the applicable section(s) of the Florida Business Corporation
Act, the Corporation filed Articles of Amendment with the Secretary of State in
which there were certain errors. Set forth below, are the correct resolutions
and amendments to the Articles which are in full force and in effect as of the
date hereof:
WHEREAS, the Board of Directors has selected and recommended to the
Stockholders of the Corporation the change of the Corporation's name to American
Enterprise.com, Corp. and American Enterprise.com, Corp has consented to the
Corporation's name change and transferred to the Corporation all rights of
ownership to such name by virtue of a written consent of the majority of its
shareholders effective March 3, 2000. This recommendation is based upon the
Board's judgement that American Enterprise.com, Corp. will present an identity
which retains the Company's established reputation for quality and performance
in its current core business while, at the same time, not limiting its corporate
identity with respect to its prospective businesses.
WHEREAS, in the opinion of the Board of Directors and on the advise of
outside independent investment advisors and for the purpose of consummating the
closing of that certain Merger Agreement by and between the Corporation and
American Enterprise Solutions, Inc., the Board of Directors believe that it is
in the best interest of the Corporation and its Shareholders to undertake an
immediate combination of the Corporations authorized and issued common stock, no
par value.
WHEREAS, the Stockholders owning a majority of the issued and
outstanding shares of capital stock and the Board of Directors of the
Corporation, by action of consent on March 3, 2000, with respect to Item 1 below
have authorized the amendment to the Articles and the Board of Directors of the
Corporation, by action of consent effective March 3, 2000, with respect to Items
2 and 3 below have authorized the amendments to the Articles.
NOW THEREFORE IT IS RESOLVED, that:
1. Article I of the Articles is hereby amended to reflect that the
name of the Corporation is hereby changed to AMERICAN
ENTERPRISE.COM, CORP.
2. The Articles are amended to reflect that the authorized common
stock as well as the issued and outstanding common stock of the
Corporation is hereby combined on the basis of four (4) shares of
common stock in exchange for one (1) share of common stock thereby
resulting in 2,250,000 shares of authorized common stock, no par
value and 2,250,000 shares issued and outstanding as of February
20, 2000, the record date for such action.
3. Except as set forth herein the Articles of Incorporation of the
Corporation remain unchanged.
The foregoing was properly authorized by the Board of Directors and by
the Stockholders of the Corporation by written consent effective March 3, 2000
and the number of votes cast by the Directors and Stockholders were sufficient
for approval. The foregoing Amendments do not adversely affect the rights or
preferences of outstanding shares of any class or series and does not result in
the percentage of authorized shares that remain unissued after the division or
combination exceeding the percentage of authorized shares that were unissued
before the division or combination.
IN WITNESS WHEREOF, National Diagnostics, Inc. through its designated
officer has caused this Restated Certificate of Amendment to be duly executed in
its corporate name as of March 6, 2000.
NATIONAL DIAGNOSTICS, INC.
By:/S/ CARDWELL C. NUCHOLS
----------------------------------------
Dr. Cardwell C. Nuchols, President
and Director
STATE OF FLORIDA )
)
COUNTY OF HILLSBOROUGH )
On this 6th day of March, 2000, before me, a Notary Public in and for
the State and County aforesaid, personally appeared Dr. Cardwell C. Nuchols, who
either is known to me personally or who supplied _______________________ as
identification, acknowledged to the fact that he is the President and Director
NATIONAL DIAGNOSTICS, INC., and that he executed as said officer and Director
the foregoing Articles of Amendment of said Corporation as his act and deed and
as the act and deed of said corporation.
WITNESS my hand and seal of office on the date and year first
aforesaid.
------------------------------------
NOTARY PUBLIC Notary Public
Commission expires: