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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 Exchange Act of 1934
Date of Report (Date of earliest event reported) December 29, 1998
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ADRENALIN INTERACTIVE, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-27828 13-3779546
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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5301 Beethoven Street, Los Angeles, California 90066
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 821-7880
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
1. Effective as of December 29, 1998, Registrant effected a
3-for-1 reverse stock split in respect of each of Registrant's then issued and
outstanding shares of Common Stock. No fractional shares of Common Stock were
issued as a result of such 3-for-1 reverse stock split and the Registrant paid
cash for fractions of a share resulting from such 3-for-1 reverse stock split
based upon the closing price of the Registrant's Common Stock on December 28,
1998.
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2. Registrant's principal reason for such 3-for-1 reverse stock
split was to raise the price of Registrant's Common Stock in The Nasdaq SmallCap
Market so that the Registrant's Common Stock remains in compliance with the
minimum bid price requirements of NASD Marketplace Rule 4310(c)(04).
3. Such 3-for-1 reverse stock split was approved by shareholders
of Registrant owning a majority of Registrant's issued and outstanding Common
Stock as of April 2, 1998 at Registrant's 1998 Annual Meeting of Shareholders
held May 12, 1998.
4. Such 3-for-1 reverse stock split was re-approved by Registrant's
Board of Directors at a duly-convened and held meeting on December 17, 1998.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits.
3.1 Certificate of Amendment of Certificate of Incorporation
of Registrant, dated December 18, 1998, filed with the Delaware Secretary of
State effective as of December 29, 1998.
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.
ADRENALIN INTERACTIVE, INC.
December 30, 1998 By: /s/ Jay Smith, III
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Jay Smith, III, President and
Chief Executive Officer
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EXHIBIT 3.1
State of Delaware
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "ADRENALIN INTERACTIVE, INC.", FILED IN THIS OFFICE ON THE
TWENTY-NINTH DAY OF DECEMBER, A.D. 1998, AT 11 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] EDWARD J. FREEL
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Edward J. Freel, Secretary of State
2403361 8100 AUTHENTICATION: 9493394
981504736 DATE: 12-29-98
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ADRENALIN INTERACTIVE, INC.
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Adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware
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We, JAY SMITH, III and MICHAEL CARTABIANO, the President and
Secretary, respectively, of ADRENALIN INTERACTIVE, INC., a corporation organized
and existing under the laws of the State of Delaware, do hereby certify as
follows:
FIRST, that the Certificate of Incorporation of said
corporation be amended as follows:
(1) By striking out the whole of subsection (a) of
Article FOURTH thereof as it now exists and inserting in lieu
and instead thereof a new subsection (a) of Article FOURTH
reading as follows:
"(a) The maximum number of shares which the
corporation shall have authority to issue is Twenty
Million One Hundred Thousand (20,100,000), of which
Twenty Million (20,000,000) shares shall be Common
Stock having a par value of $.03 per share (Common
Stock) and One Hundred Thousand (100,000) shares
shall be Preferred Stock, having a par value of
$0.01 per share (Series Preferred Stock). Upon the
amendment of this subsection (a) of this Article
FOURTH to read as hereinabove set forth, each
outstanding share of Common Stock having a par value
of $0.01 per share shall be automatically converted
into one-third (1/3) of a share of Common Stock
having a par value of $0.03 per share. No fractional
shares shall be issued as a result of such 3-for-1
reverse stock split and the corporation shall pay
cash for fractions of a share resulting from such
3-for-1 reverse stock split based upon the closing
price of the corporation's Common Stock on the date
immediately prior to the date that such 3-for-1
reverse stock split is effected."
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SECOND, that such amendment has been duly adopted in
accordance with the provisions of the General Corporation Law of the State of
Delaware by the vote of holders of not less than a majority of the shares of
outstanding stock entitled to vote thereon, all in accordance with the provision
of Section 242 of the General Corporation of Law of the State of Delaware.
IN WITNESS WHEREOF, we have signed this certificate this 18th
day of December, 1998.
/s/ Jay Smith, III
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Jay Smith, III, President
/s/ Michael Cartabiano
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Michael Cartabiano, Secretary
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