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): April 30, 1997
VIDEOLAN TECHNOLOGIES, INC.
(Exact Name of Registrant as specified in Charter)
Delaware 0-26302 61-1283466
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
100 Mallard Creek Road, Suite 250
Louisville, Kentucky 40207
(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code: (502) 895-4858
N/A
(Former name or former address, if changed since last report.)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
On April 30, 1997, the Board of Directors of VideoLan
Technologies, Inc. (the "Company") adopted two amendments to the By-laws
of the Company
On May 1, 1997, the Company mailed a letter to its shareholders from
Jack Shirman, Chief Executive Officer of the Company.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
The following exhibits are filed with this Report on Form 8-K:
REGULATION S-K
EXHIBIT NUMBERS EXHIBIT
3 Amendment No. 1 to By-laws.
99 Letter from Jack Shirman, Chief Executive Officer
of the Company, to the Company's shareholders.
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.
Date: May 1, 1997 By /s/ Jack Shirman
Chief Executive Officer
EXHIBIT 3
AMENDMENT NO. 1 TO BY-LAWS
(Dated April 30, 1997)
1. The third sentence of the second paragraph of Article I, Section 9
(b), of the By-laws is amended to read as follows:
To be timely, a stockholder's notice must be either
delivered to or mailed and received at the principal
executive offices of the Corporation not later than
60 days in advance of the annual meeting of
stockholders in 1997 and not later than 90 days in
advance of any annual meeting of stockholders held
on or after January 1, 1998.
2. The third sentence of the first paragraph of Article II, Section 8,
of the By-laws is amended to read as follows:
Subject to the foregoing, only a stockholder of
record entitled to vote in the election of directors
generally may nominate one or more persons for
election as directors at a meeting of stockholders
and only if written notice of such stockholder's
intent to make such nomination or nominations has
been given, either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the
Corporation and has been received by the Secretary
not later than the following dates: (i) with respect to
the election to be held at the annual meeting of
stockholders in 1997, 60 days in advance of such
meeting; (ii) with respect to an election to be held
at an annual meeting of stockholders on or after
January 1, 1998, 60 days in advance of such
meeting if such meeting is to be held on a day
which is within 30 days preceding the anniversary
of the previous year's annual meeting, or 90 days in
advance of such meeting if such meeting is to be
held on or after the anniversary of the previous
year's annual meeting; and (iii) with respect to an
election to be held at a special meeting of
stockholders for the election of directors, the close
of business on the tenth day following the date on
which notice of such meeting is first given to
stockholders.
EXHIBIT 99
VideoLan
Technologies, Inc.
May 01, 1997
Dear Shareholder:
During the first quarter of 1997, your company continued to make good progress
in developing its markets. We have signed an additional ten resellers
covering most key market areas of the United States. In addition, we have
received additional orders from several existing customers, such as Toronto
Hospital and several military installations.
Our VL2000 is also undergoing initial evaluation at SouthWestern Bell and
AT&T for potential internal network applications. It is our hope that the
success of these evaluations will lead to significant business opportunities
for VideoLan. We continue to pursue strategic relationships with other
potential partners.
As a result of our continued efforts, the company registered revenue of
$284,516.00 for the first quarter of 1997. We anticipate increased activity
in the second quarter as resellers begin to actively market our products. I
expect to more fully report our efforts at the annual shareholders meeting on
July 24, 1997 from 10:00 a.m. to 12 noon at the Boston Harbor Rowes Wharf
Hotel in Boston, MA. Our annual report and proxy material is scheduled to
be mailed to our shareholders on June 02, 1997. More information is
forthcoming.
Your continued support of your company and management are greatly appreciated.
Sincerely,
/s/ Jack Shirman
Jack Shirman
Chief Executive Officer
JS/kln
