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): November 11, 1997
VIDEOLAN TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)
Delaware 000-26302 611283466
(State or other (Commission File Number) (IRS Employer
jurisdiction or Identification
incorporation) No.)
11403 Bluegrass Parkway, Suite 400
Louisville, Kentucky 40299
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (502)266-0099
Not Applicable
(Former name or former address
if changed since last report.)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. On November 3, 1997, the Registrant amended its
Certificate of Incorporation to increase its authorized
number of shares of common stock from 10,000,000 to
500,000,000. The increase was required by the terms of
contractual agreements entered into by the Registrant
with certain of its preferred shareholders whereby the
Registrant agreed to take all actions necessary to
maintain a sufficient number of shares to permit the
preferred shareholders to convert their shares into
common stock.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit 3.1, 4.1 -- Certificate of Amendment to
Certificate of Incorporation.
SIGNATURE
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.
VIDEOLAN TECHNOLOGIES, INC.
By:/s/ Steven B. Rothenberg
Steven B. Rothenberg
Senior Vice President,
Treasurer And Chief Financial
Officer
Date: November 11, 1997
Exhibit 3.1, 4.1
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION
OF
VIDEOLAN TECHNOLOGIES, INC.
The undersigned Chief Financial Officer of VideoLan
Technologies, Inc. (the "Corporation") hereby certifies that the
amendment to the Certificate of Incorporation of VideoLan
Technologies, Inc. set forth below has been duly adopted in
accordance with the provisions of Section 242(b) of the Delaware
General Corporation Law:
Article Fourth, Section 1 is amended and restated in its
entirety to read as follows:
1. The aggregate number of shares which the Corporation
shall have authority to issue is 505,000,000 of which
500,000,000 shares shall have a par value of $.08 per share
and shall be designated "Common Stock", and 5,000,000 shares
shall have a par value of $.01 per share and shall be
designated "Preferred Stock".
The amendment set forth above was adopted by the Board of
Directors of the Corporation on October 30, 1997, by unanimous
written consent, as provided in the Delaware General Corporation
Law.
The amendment set forth above was adopted by a majority of
the Corporation's stockholders by unanimous written consent on
October 31, 1997, as provided in the Delaware General Corporation
Law.
The amendment set forth above shall become effective as of
November 3, 1997.
Dated: November 3, 1997
By:/s/ Steven B. Rothenberg
Steven B. Rothenberg,
Chief Financial
