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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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 1999
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Cereus Technology Partners, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 33-82468 13-3773537
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
1000 Abernathy Road, Suite 1000, Atlanta, GA 30328
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (770) 668-0900
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AIM Group, Inc. (Name changed on November 30, 1999
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
At the Annual Meeting of Shareholders of AIM Group, Inc. (the
"Company") held on November 30, 1999, the Company's shareholders approved
amendments to the Company's Certificate of Incorporation, including an amendment
changing the Company's name to Cereus Technology Partners, Inc. A Certificate of
Amendment to the Certificate of Incorporation of the Company was filed with the
Secretary of State of Delaware on December 1, 1999 and became effective on that
date. A copy of the amendment is filed as an exhibit hereto. At the opening of
business on December 7, 1999, the NASDAQ Bulletin Board trading symbol for the
Company's common stock was changed from "AIGU" to "CEUS." The new CUSIP number
of the common stock is 15677Q 10 2.
Item 7. Financial Statements, Pro forma Financial Information and Exhibits.
(c) Exhibits.
The following exhibit is filed herewith:
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Exhibit No. Document
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3 Certificate of Amendment of Certificate of
Incorporation of the Registrant, as filed with
the Secretary of State of the State of Delaware
on December 1, 1999.
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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 thereunto duly authorized.
AIM GROUP, INC.
(Registrant)
Dated: December 6, 1999 By: /s/ Paul R. Arena
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Paul R. Arena
Chief Executive Officer
file: 74722
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EXHIBIT 3
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
AIM GROUP, INC.
AIM GROUP, INC., a corporation existing under the laws of the State of
Delaware, DOES HEREBY CERTIFY;
FIRST; that at a meeting of the Board of Directors of AIM GROUP, INC., (the
"Corporation") a resolution was duly adopted setting forth a proposed amendment
to the Certificate of Incorporation of the Corporation, declaring said amendment
to be advisable and calling a meeting of the stockholders of the Corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by changing Articles FIRST and FOURTH thereof so that, as amended, said
Articles shall be and read as follows:
"FIRST: The name of the corporation (hereinafter called the
"Corporation") is Cereus Technology Partners, Inc.
FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is 50,000,000 shares of Common
Stock, $.01 par value (the "Common Stock"), and 10,000,000 shares of
Preferred Stock, $1.00 par value (the "Preferred Stock"). The powers,
designations, preferences and relative, participating, optional or other
special rights, qualifications, limitations or restrictions of the
Preferred Stock shall be as follows:
1.(a) The Preferred Stock may be issued from time to time as
shares of one or more series of Preferred Stock, and in the resolution
or resolutions providing
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for the issue of shares of each particular series, before issuance,
the Board of Directors of the Corporation is expressly authorized to
fix:
(i) the distinctive designation of such series and the number of
shares which shall constitute such series, which number may
be increased (except where otherwise provided by the Board
of Directors in creating such series) or decreased (but not
below the number of shares thereof then outstanding) from
time to time by like action of the Board of Directors;
(ii) the rate of dividends payable on such series, whether or not
dividends shall be cumulative, the date or dates from which
dividends shall accrue and, if cumulative, shall be
cumulative and the relationship which such dividends shall
bear to dividends payable on any other series;
(iii) whether or not the shares of such series shall be subject
to redemption by the corporation and, if so, the times,
prices and other terms and conditions of such redemption;
(iv) whether or not the shares of such series shall be subject to
the operation of a sinking fund or a fund of a similar
nature and, if so, the terms thereof;
(v) the rights of the shares of such series in case of
liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, or upon any distribution
of its assets.
(vi) whether or not the shares of such series shall be
convertible into or exchangeable for shares of any other
series or class of stock of the Corporation and, if so, the
terms of conversion or exchange;
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(vii) whether or not the shares of such series shall have
voting rights in addition to the voting rights provided
by law and in paragraph 5 below and, if so, the nature
and extent thereof; and
(viii) the consideration to be received by the Corporation for
the shares of such series.
(b) The shares of the Preferred Stock of any one series shall be
identical with each other in all respects except as to the dates from
which dividends thereon shall accrue or be cumulative.
(c) In case the stated dividends and the amounts, if any, payable
on liquidation, dissolution or winding up of the Corporation are not
paid in full, the shares of each series of the Preferred Stock, after
the payment in full of such dividends and amounts to all series of the
Preferred Stock ranking senior to such series and before any payment
to any series ranking junior thereto, shall share ratably in the
payment of dividends, including accumulations, if any, in accordance
with the sums which would be payable on said shares if all dividends
were declared and paid in full, and in any distribution of assets
other than by way of dividends, in accordance with the sums which
would be payable on such distribution if all sums payable were
discharged in full.
(d) Upon the issuance of any series of Preferred Stock, a
certificate setting forth the resolution or resolutions (including the
designation, description and terms of such series) adopted by the
Board of Directors with respect to such series shall be made and filed
in accordance with the then applicable requirements, if any, of the
laws of the State of Delaware, or, if no certificate if then so
required, such certificate shall be signed and acknowledged on behalf
of the Corporation by its President or a Vice President, and its
corporate seal shall be affixed thereto and attested by its Secretary
or an Assistant Secretary, and such certificate shall be filed and
kept on file at the principal office of the Corporation in the State
of Delaware or at such other place or places as the Board of Directors
shall designate.
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2. The holders of each series of the Preferred Stock shall be
entitled to receive, when and as declared by the Board of Directors,
but only out of funds of the Corporation legally available for the
payment of dividends, dividends in cash at the annual rate for such
series provided by the Board of Directors in the certificate made
pursuant to subparagraph (d) of paragraph 1 with respect to such
series, before any dividends shall be declared and paid upon or set
apart for the holders of any series of the Preferred Stock ranking
junior to such series as to dividends or of any junior stock, payable
in respect of each calendar quarter on a date, which shall be provided
by the Board of Directors in such certificate with respect to such
series, within 50 days following the end of such quarter, such
dividends on the Preferred Stock shall be payable to holders of such
series of record on the date, not exceeding 50 days preceding the
dividend payment date, fixed for such purpose by the Board of
Directors with respect to such series in advance of the payment of
each particular dividend.
3. If so provided by the Board of Directors in the certificate
made pursuant to subparagraph (d) of paragraph 1, the corporation, at
the option of the Board of Directors (or in accordance with the
requirements of any sinking fund for any one or more series of
Preferred Stock established by the Board of Directors), may redeem the
whole or any part of the Preferred Stock at any time outstanding, or
the whole or any part of any series thereof, at such time or times and
from time to time and at such redemption price or prices as may be
provided by the Board of Directors in such certificate together in
each case with all dividends accrued and accumulated but unpaid (other
than non-cumulative dividends from past dividend periods), but
computed without interest, and otherwise upon the terms and conditions
fixed by the Board of Directors for any such redemptions.
4. In the event of any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders of each
series of the Preferred Stock then outstanding shall be entitled to
receive, after the payment in full of all amounts to
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which the holders of all series of the Preferred Stock ranking senior
thereto are entitled, out of the assets of the Corporation, before any
distribution or payment shall be made to the holders of any series of
the Preferred Stock ranking junior to such series upon liquidation,
dissolution or winding up of the Corporation or of any junior stock,
the amount, if any, for each share provided by the Board of Directors
in the certificate made pursuant to subparagraph (d) of paragraph 1,
plus, in respect of each such share, all dividends accrued or
accumulated but unpaid (other than non-cumulative dividends from past
dividend periods), but computed without interest. If payment shall
have been made in full to the holders of each series of the Preferred
Stock, the remaining assets of the Corporation shall be distributed
among the holders of the junior stock, according to their respective
rights and preferences and pro rata in accordance with their
respective holdings.
5. On all matters with respect to which holders of the Preferred
Stock or of certain series thereof are entitled to vote as a single
class, each holder of Preferred Stock afforded such class voting right
shall be entitled to one vote for each share held.
6. For purposes of this Article, the term "junior stock" shall
mean the Common Stock and any other class of stock of the Corporation
hereafter authorized which shall rank junior to all series of the
Preferred Stock as to all dividends or preference on dissolution,
liquidation or winding up of the Corporation."
SECOND; that thereafter, pursuant to resolution of its Board of Directors,
an Annual Meeting of Stockholders of the Corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware, at which meeting the necessary number of shares of the
Corporation's capital stock as required by statute were voted in favor of the
aforementioned amendment to the Certificate of Incorporation of the Corporation.
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THIRD; that said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, the Corporation has duly caused this certificate to be
signed by the undersigned duly authorized officer as of the 30th day of
November, 1999.
AIM GROUP, INC.
By: /s/ Paul R. Arena
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Name: Paul R. Arena
Title: Chairman of the Board,
Chief Executive Officer
and President
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