8-K 1 starfest8k32002.txt U.S. 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): March 20, 2002 Concierge Technologies, Inc. (Exact name of registrant as specified in its charter) California 333-38838 95-4442384 -------------- ------------------------ ------------- (state of (Commission File Number) (IRS Employer incorporation) I.D. Number) 531 Main Street, #963 El Segundo, CA 90245 310-645-1582 ------------------------------------------------------- (Address and telephone number of registrant's principal executive offices and principal place of business) Starfest, Inc. 4602 East Palo Brea Lane Cave Creek, AZ 85331 480-551-8280 ------------------------------------------------------ (Former name or address, if changed since last report) Item 2. Acquisition or Disposition of Assets Starfest, Inc. (the "Company") effected a merger on March 20, 2002 with Concierge, Inc. pursuant to approving votes of the shareholders of both corporations. The Company's shareholder vote occurred on January 25, 2002. Concierge, Inc.'s shareholder vote occurred on January 4, 2002 For details of the merger, the Company incorporates by reference the Prospectus-Proxy Statement contained in its Amendment No. 7 to Form S-4 Registration Statement filed November 14, 2001 (Commission File No. 333-38838). Item 7. Financial Statements and Exhibits (a) Financial Statements. ---------------------- Financial statements will be filed within 60 days. (b) Exhibits. The following exhibits are filed as a part of this report. Exhibit Item ------- ---- 3.5 - Articles of Merger of Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of Nevada on March 1, 2002. 3.6 - Agreement of Merger between Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of California on March 20, 2002. Item 8. Change in Fiscal Year On March 20, 2002 the Registrant determined to change its fiscal year from that used in its most recent filing with the Commission (December 31). The new fiscal year end is June 30. The Registrant's Form 10-KSB for the fiscal year-end June 30, 2002 will cover the transition period. 2 SIGNATURES Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 25, 2002 Concierge Technologies, Inc. By/s/Allen E. Kahn --------------------------------------- Allen E. Kahn, President 3 Concierge Technologies, Inc. Commission File No. 333-38838 Form 8-K Date of Report: March 20, 2002 List of Exhibits ---------------- Exhibit Item ------- ---- 3.5 - Articles of Merger of Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of Nevada on March 1, 2002. 3.6 - Agreement of Merger between Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of California on March 20, 2002. FILED #C19939-96 MAR 01 2002 IN THE OFFICE OF /s/ Dean Heller DEAN HELLER, SECRETARY OF STATE Articles of Merger of Starfest, Inc. and Concierge, Inc. 1. The constituent entities to this merger are Starfest, Inc., a California corporation (the surviving corporation), and Concierge, Inc., a Nevada corporation. 2. A plan of merger has been adopted by each constituent corporation. The complete executed plan of merger is on file at the place of business of the surviving company (renamed "Concierge Technologies, Inc." in the merger) at 7547 W. Manchester, No. 325, Los Angeles, CA 90045. 3. Approval of the plan of merger was required by the stockholders of each of Starfest, Inc. and Concierge, Inc. The plan of merger was submitted to the stockholders of each corporation pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes. Each constituent corporation has only one class of stock outstanding, common stock. All shareholders of each constituent corporation were entitled to vote on the plan of merger, and a favorable vote of the majority of outstanding shares of each corporation was required for the plan of merger to be approved. Some 83.3 percent of the outstanding shares of common stock of Concierge, Inc. voted to approve the plan, and there were no votes cast to disapprove the plan. Some 52.8 percent of the outstanding shares of common stock of Starfest, Inc. voted to approve the plan, and 2.7 percent of the outstanding shares voted to disapprove the plan. The percentage of stockholders' votes cast for the plan was sufficient for approval of the plan by the stockholders of both Concierge, Inc. and Starfest, Inc. 4. The approved plan of merger resulted in amendments to the articles of incorporation of Starfest, Inc., the surviving entity, which amendments are reflected in the following Amended and Restated Articles of Starfest, Inc.(now named Concierge Technologies, Inc.): Amended and Restated Articles of Incorporation of Starfest, Inc. (now named Concierge Technologies, Inc.), a California corporation I The name of this corporation is Concierge Technologies, Inc. Exhibit 3.5 Page 1 of 2 Pages II The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. III The name and address in the State of California of this corporation's agent for service of process is Allen E. Kahn, 7547 W. Manchester Ave., No. 325, Los Angeles, CA 90045 IV IV This corporation shall be authorized to issue two classes of capital stock, Common Stock, $0.001 par value, and Preferred Stock, $0.001 par value. The number of shares of Common Stock that may be issued is 190 million, and the number of shares of Preferred Stock that may be issued is 10 million. Dated: February 20, 2002. Starfest, Inc. Concierge, Inc. By:/s/Michael Huemmer By:/s/Allen E. Kahn ----------------------------- ------------------------------- Michael Huemmer, President Allen E. Kahn, President STATE OF NEVADA Secretary of State I hereby certify that this is a true and complete copy of the document as filed in this office. MAR 04 2002 /s/ Dean Heller Dean Heller [SEAL] Exhibit 3.5 Page 2 of 2 Pages A0578390 ENDORSED - FILED in the office of the Secretary of State of the State of California MAR 20 2002 BILL JONES, Secretary of State AGREEMENT OF MERGER ------------------- This Agreement of Merger is entered into between Starfest, Inc., a California corporation (herein, the "Surviving Corporation") and Concierge, Inc., a Nevada corporation (herein, the "Merging Corporation"). 1. Merging Corporation shall be merged into Surviving Corporation. 2. Each outstanding share of common stock of Merging Corporation shall be converted to 67.5355 shares of common stock of Surviving Corporation. What would be fractional shares shall be rounded to the nearest whole number. 3. The outstanding shares of Surviving Corporation shall remain outstanding and are not affected by the merger. 4. The articles of incorporation of Surviving Corporation are amended and restated as follows: Amended and Restated Articles of Incorporation Article I The name of the corporation is Concierge Technologies, Inc. Article II The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. Article III The authorized capital of the corporation shall be 190 million shares of common stock, $0.001 par value, and 10 million shares of preferred stock, $0.001 par value. Exhibit 3.6 Page 1 of 4 Pages The preferred stock may be issued in series. The board of directors is authorized to determine the designation of each series of preferred stock, to fix the number of shares of each series, to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series, and to increase the number of shares of any series subsequent to the issue of shares of such series. Dated: March 7, 2002 STARFEST, INC. By:/s/Michael Huemmer -------------------------------------- Michael Huemmer, President By:/s/Janet Alexander -------------------------------------- Janet Alexander, Secretary Dated: March 8, 2002 CONCIERGE, INC. By:/s/Allen E. Kahn -------------------------------------- Allen E. Kahn, President By:/s/James E. Kirk -------------------------------------- James E. Kirk, Secretary Exhibit 3.6 Page 2 of 4 Pages CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER Michael Huemmer and Janet Alexander certify that: 1. They are the president and the secretary, respectively, of Starfest, Inc., a California corporation. 2. The Agreement of Merger between the corporation and Concierge, Inc., a Nevada corporation, was duly approved by the directors and shareholders of the corporation. 3. There is only one class of shares of the corporation, common stock. The total number of outstanding shares of common stock of the corporation entitled to vote on the merger was 23,100,000. The percentage vote of 23,100,000 shares required to approve the merger was a vote greater than 50 percent, and the vote obtained approving the merger equated such required vote. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Dated: March 7, 2002 /s/Michael Huemmer ------------------------------------------------- Michael Huemmer, President of Starfest, Inc. /s/Janet Alexander ------------------------------------------------- Janet Alexander, Secretary of Starfest, Inc. Exhibit 3.6 Page 3 of 4 Pages CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER Allen E. Kahn and James E. Kirk certify that: 1. They are the president and the secretary, respectively, of Concierge, Inc., a Nevada corporation. 2 The Agreement of Merger between the corporation and Starfest, Inc., a California corporation, was duly approved by the directors and shareholders of the corporation. 3. There is only one class of shares of the corporation, common stock. The total number of outstanding shares of common stock of the corporation entitled to vote on the merger was 1,435,655. The percentage vote of 1,435,655 shares required to approve the merger was a vote greater than 50 percent, and the vote obtained approving the merger equated such required vote. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Dated: March 8, 2002 /s/Allen E. Kahn ------------------------------------------------- Allen E. Kahn, President of Concierge, Inc. /s/James E. Kirk ------------------------------------------------- James E. Kirk, Secretary of Concierge, Inc. Exhibit 3.6 Page 4 of 4 Pages