-----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, Kzay2MAs7ZFIpGcEij/Qu5v+62fNYbR0PL+q9SK7H5sHi49nI5zpcGipguJpQgX0 BpckUqZManMuWXWBSDMjbA== 0000892569-97-001866.txt : 19970722 0000892569-97-001866.hdr.sgml : 19970722 ACCESSION NUMBER: 0000892569-97-001866 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970718 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970721 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRISTOL RETAIL SOLUTIONS INC CENTRAL INDEX KEY: 0001016657 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 582235556 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21633 FILM NUMBER: 97642994 BUSINESS ADDRESS: STREET 1: 18201 VON KARMAN STREET 2: STE 305 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 7144750800 MAIL ADDRESS: STREET 1: 18201 VON KARMAN AVE STREET 2: SUITE 305 CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL TECHNOLOGY SYSTEMS INC DATE OF NAME CHANGE: 19960924 8-K 1 FORM 8-K 1 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) July 18, 1997 ------------- BRISTOL RETAIL SOLUTIONS, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in charter) DELAWARE 0-21633 58-2235556 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 5000 BIRCH STREET, SUITE 205, NEWPORT BEACH, CALIFORNIA 92660 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (714) 475-0800 -------------- BRISTOL TECHNOLOGY SYSTEMS, INC. 18201 VON KARMAN, SUITE 305, IRVINE, CALIFORNIA - -------------------------------------------------------------------------------- (Former name or former address, if changed, since last report.) Page 1 of 6 Pages Exhibit Index is on Page 4 2 ITEM 5. OTHER EVENTS. On July 18, 1997, Bristol Technology Systems, Inc., a Delaware corporation (the "Company"), filed with the Delaware Secretary of State a Certificate of Amendment to the Company's Certificate of Incorporation changing the Company's name from "Bristol Technology Systems, Inc." to "Bristol Retail Solutions, Inc." The Certificate of Amendment to the Company's Certificate of Incorporation was approved by the stockholders of the Company at its 1997 Annual Meeting of Stockholders held on May 20, 1997. The Board of Directors of the Company proposed the name change to its stockholders because the Board of Directors believes that the name change will preserve the name recognition of "Bristol," while better reflecting the Company's business of retail automation systems. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1. In connection with this name change the Company changed its NASDAQ SmallCap market symbols to BRTL for the Common Stock and BRTLW for the Class A Redeemable Common Stock Purchase Warrants. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Listed below are the financial statements, pro forma financial information and exhibits, if any filed as part of this report. Exhibit Number Description - ------ ----------- 3.1 Certificate of Amendment of Certificate of Incorporation as filed with the Delaware Secretary of State on July 18, 1997 2 3 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. BRISTOL TECHNOLOGY SYSTEMS, INC. By: /s/ ROGER MONACO ------------------------ Date: July 18, 1997 Roger Monaco Senior Vice President, Chief Financial Officer 3 4 EXHIBIT INDEX The following exhibits are attached hereto and incorporated herein by reference: Listed below are the financial statements, pro forma financial information and exhibits, if any filed as part of this report. Exhibit Sequentially Number Description Numbered Page - ------ ----------- ------------- 3.1 Certificate of Amendment of Certificate of 5 Incorporation as filed with the Delaware Secretary of State on July 18, 1997 4 EX-3.1 2 AMENDMENT OF CERTIFICATE OF INCORPORATION 07/18/97 1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF BRISTOL TECHNOLOGY SYSTEMS, INC., A DELAWARE CORPORATION BRISTOL TECHNOLOGY SYSTEMS, INC., a Delaware corporation organized and existing under and by virtue of the Delaware General Corporation Law (hereinafter referred to as the "Corporation"), hereby certifies as follows: 1. That at a meeting of the Board of Directors of the Corporation resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and directing said amendment to be submitted to the stockholders of the Corporation at its Annual Meeting. The resolution setting forth the proposed amendment is as follows: "RESOLVED, that the Certificate of Incorporation be amended by changing Article I thereof so that, as amended, Article I shall read in its entirety as follows: "ARTICLE I The name of the corporation is BRISTOL RETAIL SOLUTIONS, INC. (hereinafter called the Corporation )." 2. That thereafter, pursuant to resolution of the Board of Directors, the Annual Meeting of the stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the Delaware General Corporation Law, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. 3. That said amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law of the State of Delaware. 5 2 IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by Richard D. Walker, its President, and attested to by Paul Spindler, its Secretary, this 30th day of June, 1997. BRISTOL TECHNOLOGY SYSTEMS, INC., a Delaware corporation By: /s/ ROGER MONACO ------------------------ Roger Monaco Senior Vice President Chief Financial Officer ATTEST: /s/ PAUL SPINDLER - ------------------------ Paul Spindler, Secretary 6 -----END PRIVACY-ENHANCED MESSAGE-----