-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EsQm1N/0oDVVqeyoL8IrVCmbgsZtigGJ4NBJYsDW1tFQYnT/C5KKtCMvlLLxf6w6 a453aPqsRfRrQ7iJPPZnag== /in/edgar/work/0000912057-00-045009/0000912057-00-045009.txt : 20001018 0000912057-00-045009.hdr.sgml : 20001018 ACCESSION NUMBER: 0000912057-00-045009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001010 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HTTP TECHNOLOGY INC CENTRAL INDEX KEY: 0001001601 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 133758042 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26888 FILM NUMBER: 741513 BUSINESS ADDRESS: STREET 1: 16 CURZON ST CITY: MAYFAIR LONGDON UK BUSINESS PHONE: 2124064700 MAIL ADDRESS: STREET 1: C/O LAW OFFICE OF BECKMAN MILLMAN & SAND STREET 2: 116 JOHN STREET CITY: NEW YORKMELVILLE STATE: NY ZIP: 10038 FORMER COMPANY: FORMER CONFORMED NAME: INTERNET HOLDINGS INC DATE OF NAME CHANGE: 19980520 FORMER COMPANY: FORMER CONFORMED NAME: CHINA BIOMEDICAL GROUP INC DATE OF NAME CHANGE: 19951003 8-K 1 a2027568z8-k.txt 8-K ================================================================================ 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): October 10, 2000 HTTP TECHNOLOGY, INC. (Exact Name of Registrant as Specified in Its Charter) Utah 0-26886 13-3758042 - ------------------------------ ------------------------ ------------------------ (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 16 Curzon Street, London W1Y 7FF, United Kingdom - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 011-44 20 7409-1600 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Internet Holdings, Inc. - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ ITEM 5. OTHER EVENTS. On October 10, 2000, the Company amended its Articles of Incorporation to change its corporate name to HTTP Technology, Inc., and to authorize shareholder action without a meeting when one or more consents in writing, setting forth the action, are signed by the holders of a majority of the outstanding shares that would be entitled to vote on the action at a meeting. Both amendments were approved by a majority of the shareholders of the Company at the Company's Annual Meeting. A Proxy Statement setting forth the details of the amendments was distributed to shareholders on September 22, 2000. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS. 3 Articles of Amendment to the Articles of Incorporation, filed with the Secretary of State of Utah on October 12, 2000. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HTTP TECHNOLOGY, INC. By: /s/ STEFAN ALLESCH-TAYLOR ------------------------------------- Stefan Allesch-Taylor President Date: October 17, 2000 EX-3.(I) 2 a2027568zex-3_i.txt EXHIBIT 3 EXHIBIT 3 --------------------------------------------------------- ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF INTERNET HOLDINGS, INC. --------------------------------------------------------- Pursuant to the provision of Section 16-10a-1006 of the Utah Revised Business Corporation Act, Internet Holdings, Inc. (the "Company") hereby adopts the following amendments to its Articles of Incorporation: AMENDMENT I 1. Effective upon filing with the Secretary of State of Utah on October 10, 2000, Article I of the Company's Articles of Incorporation is amended to read as follows: ARTICLE I - CORPORATE NAME. The name of the Corporation is HTTP Technology, Inc. 2. The above amendment to the Articles of Incorporation of Internet Holdings, Inc., was duly adopted by the shareholders of the corporation on October 10, 2000, pursuant to the requirements of the Utah Revised Business Corporation Act, as follows: UNDISPUTED VOTING GROUP NUMBER OF SHARES UNDISPUTED VOTES NUMBER OF VOTES DESIGNATION OUTSTANDING ALLOWED REPRESENTED - ------------ ----------------- ---------------- ----------------- Common Stock 18,737,444 18,737,444 13,589,589 The shareholders voted as follows on such Amendment: VOTING GROUP DESIGNATION VOTES FOR AMENDMENT VOTES AGAINST AMENDMENT - ------------------------ ------------------- ----------------------- Common Stock 13,589,545 855 The number of shares cast for the amendment was sufficient for approval of the amendment. 3. Pursuant to the provisions of Section 16-10a-123(1), this amendment shall be effective upon filing with the Secretary of State of Utah. AMENDMENT II 1. Effective October 10, 2000, upon filing with the Secretary of State of Utah, the Company's Articles of Incorporation are amended to add a new Article XI as follows: ARTICLE XI - SHAREHOLDER ACTION WITHOUT A MEETING. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if one or more consents in writing, setting forth the action, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted. If written consents of less than all the shareholders have been obtained, notice of such shareholder approval by written consent shall be given at least ten (10) days before the consummation of the action authorized by such written consent to those shareholders entitled to vote who have not consented in writing and to non-voting shareholders. Such notice shall contain or be accompanied by the same type of material that would have been required if a formal meeting had been called to consider the action. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. 2. The above amendment to the Articles of Incorporation of Internet Holdings, Inc., was duly adopted by the shareholders of the corporation on October 10, 2000, pursuant to the requirements of the Utah Revised Business Corporation Act, as follows: VOTING GROUP NUMBER OF SHARES UNDISPUTED VOTES NUMBER OF VOTES DESIGNATION OUTSTANDING ALLOWED REPRESENTED - ------------ ----------------- ---------------- ----------------- Common Stock 18,737,444 18,737,444 13,589,589 The shareholders voted as follows on such Amendment: VOTING GROUP DESIGNATION VOTES FOR AMENDMENT VOTES AGAINST AMENDMENT - ------------------------ ------------------- ----------------------- Common Stock 13,584,566 3,698 The number of shares cast for the amendment was sufficient for approval of the amendment. 3. Pursuant to the provisions of Section 16-10a-123(1), this amendment shall be effective upon filing with the Secretary of State of Utah. IN WITNESS WHEREOF, the undersigned president and secretary, having been thereunto duly authorized, have executed the foregoing Articles of Amendment for the Company this 10th day of October, 2000. /s/ STEFAN ALLESCH-TAYLOR -------------------------------- Stefan Allesch-Taylor President ATTEST: /s/ JASON FORSYTH - ----------------------- By: Jason Forsyth Secretary -----END PRIVACY-ENHANCED MESSAGE-----