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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) May 12, 1998
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ADRENALIN INTERACTIVE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-27828 13-3779546
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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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WANDERLUST INTERACTIVE, INC.
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
1. At Registrant's 1998 Annual Meeting of Shareholders held May 12,
1998 (the "1998 Annual Meeting"), shareholders owning a majority of Registrant's
issued and outstanding Common Stock as of April 2, 1998 (the "Record Date")
approved the change in Registrant's corporate name from "Wanderlust Interactive,
Inc." to "Adrenalin Interactive, Inc." A Certificate of Amendment of Certificate
of Incorporation of Registrant effecting such corporate name change was filed
with the Delaware Secretary of State on May 14, 1998.
2. At the 1998 Annual Meeting, shareholders owning a majority of
Registrant's issued and outstanding Common Stock as of the Record Date also
approved an increase in Registrant's authorized capitalization from 10,000,000
shares of Common Stock, $0.01 par value, to 20,000,000 of Common Stock, $0.01
par value. A Certificate of Amendment of Certificate of Incorporation of
Registrant effecting such change in Registrant's authorized capitalization was
filed with the Delaware Secretary of State's office on May 14, 1998.
3. At the 1998 Annual Meeting, shareholders of Registrant owning a
majority of Registrant's issued and outstanding Common Stock as of the Record
Date also approved a 3-for-1 reverse stock split in respect of each of
Registrant's then issued and outstanding shares of Common Stock. Notwithstanding
the foregoing, Registrant's Board of Directors rescinded its prior approval of
such 3-for-1 reverse stock split, effective as of the close of business on May
20, 1998, inasmuch as the stated reason therefor set forth in Registrant's proxy
materials relating to the 1998 Annual Meeting failed to materialize. As a
result, no such 3-for-1 reverse stock split has been, or will be, effected as a
result of such vote.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits.
3.1 Certificate of Amendment of Certificate of Incorporation of
Registrant, dated May 12, 1998, filed with the Delaware Secretary of State on
May 14, 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.
June 3, 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
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
WANDERLUST 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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I, JAY SMITH, III, the President and Secretary of WANDERLUST
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 Article FIRST thereof as
it now exists and inserting in lieu and instead thereof a new
Article FIRST reading as follows:
"The name of the corporation (hereinafter
the 'corporation') is ADRENALIN INTERACTIVE, INC."
(2) 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
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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 $.01 per share ('common
stock') and One Hundred Thousand (100,000) shares shall be
preferred stock, having a par value of $.01 per share
('series preferred stock')."
SECOND, that such amendments have 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, I have signed this certificate this 12 day of
May, 1998.
/s/ Jay Smith, III
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Jay Smith, III, President and Secretary
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