-----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, BVBJkZapeVy+xPGCh99m8Es2uGAEncvCHYbP1Tf57wQmN/WG2aXJxc4XHDIDvM3q l40ioF5FZCVLKNbeLj18CQ== 0001279569-06-000722.txt : 20060622 0001279569-06-000722.hdr.sgml : 20060622 20060622151028 ACCESSION NUMBER: 0001279569-06-000722 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060622 FILED AS OF DATE: 20060622 DATE AS OF CHANGE: 20060622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADB SYSTEMS INTERNATIONAL LTD CENTRAL INDEX KEY: 0001079171 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14835 FILM NUMBER: 06919508 BUSINESS ADDRESS: STREET 1: 302 THE EAST MALL, SUITE 300 STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M9B 6C7 BUSINESS PHONE: 416-640-0400 MAIL ADDRESS: STREET 1: 302 THE EAST MALL, SUITE 300 STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M9B 6C7 FORMER COMPANY: FORMER CONFORMED NAME: ADB SYSTEMS INTERNATIONAL INC DATE OF NAME CHANGE: 20020424 FORMER COMPANY: FORMER CONFORMED NAME: BID COM INTERNATIONAL INC DATE OF NAME CHANGE: 19990210 6-K 1 adb6k.htm 6K 6K
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
Filing No. 1 for the Month of June, 2006
 
ADB Systems International Ltd.
(Exact name of Registrant)
 
302 The East Mall, Suite 300, Toronto, Ontario Canada M9B 6C7
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
 
Form 20-F x
Form 40-F ¨
 
    Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
 
    Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
 
    Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨
No x
 
    If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________





ADB SYSTEMS INTERNATIONAL LTD.

Exhibits

On June 22, 2006, ADB Systems International Ltd. (“ADB” or the “Company”) filed its Report of Voting Results with the applicable Canadian securities commissions and exchanges pursuant to Canadian law. The above listed document is attached as exhibit 99.1 to this Form 6-K. 

This Form 6-K may include comments that do not refer strictly to historical results or actions and may be deemed to be forward-looking within the meaning of the Safe Harbor provisions of the U.S. federal securities laws. These include, among others, statements about expectations of future revenues, profitability, cash flows, and cash requirements. Forward-looking statements are subject to risks and uncertainties that may cause ADB’s results to differ materially from expectations. These risks include ADB’s future capital needs, expectations as to profitability and operating results, ability to further develop business relationships and revenues, expectations about the markets for its products and services, acceptance of its products and services, competitive factors, ability to repay debt, ability to attract and retain employees, new products and technological changes, ability to develop appropriate strategic alliances, protection of its proprietary technology, ability to acquire complementary products or businesses and integrate them into its business, geographic expansion of its business and other such risks as ADB may identify and discuss from time to time, including those risks disclosed in ADB’s most recent Form 20-F filed with the Securities and Exchange Commission. Accordingly, there is no certainty that ADB’s plans will be achieved.

Exhibit
    
Number
  
Description
     
99.1
  
Report of Voting Results

 
 

 
 
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.
 
  ADB SYSTEMS INTERNATIONAL LTD.
   
   
   
Date: June 22, 2006
By:
 /s/ Jeffrey Lymburner
    Name: Jeffrey Lymburner
   
Title: Chief Executive Officer 

EX-99.1 2 ex991.htm REPORT OF VOTING RESULTS Report of Voting Results
 
Exhibit 99.1
 
 
ADB SYSTEMS INTERNATIONAL LTD. 
(the “Corporation”)
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Held on June 21, 2006

REPORT OF VOTING RESULTS
National Instrument 51-102 - Continuous Disclosure Obligations Section 11.3

In accordance with Section 11.3 of the National Instrument 51-102, the following describes the matters voted upon and the voting results obtained at the Annual and Special Meeting of the Corporation held on June 21, 2006 in Toronto, Ontario (the “Meeting”).

The following matters were put to a vote by a show of hands and proxies received at the Meeting.

General Business
 
MATTER VOTED UPON
VOTING RESULT
   
1.
Election of Directors
 
The election of the following nominees as directors of the Corporation to hold office until the next annual meeting of shareholders or until their successors are elected or appointed:
 
JEFFREY LYMBURNER
T. CHRISTOPHER BULGER
JIM MOSKOS
DARROCH ROBERTSON
DUNCAN COPELAND
DAVID GELINEAU
Carried
 
 
Based on the report of proxies provided by the scrutineers at the meeting and considering that all registered shareholders present in person at the Meeting voted FOR the directors named above by a show of hands, the voting results were as follows:
 
Number of
Votes FOR
Percentage of Total
Votes FOR
Number of
Votes WITHELD
Percentage of
Votes WITHHELD
16,171,771
99.47%
86,951
0.53%
  
2.
Appointment of Auditors
 
The appointment of KPMG LLP, Chartered Accountants as auditors of the Corporation for the current fiscal year and authorizing the Board of Directors to fix the auditors’ remuneration.
Carried
 
Based on the report of proxies provided by the scrutineers at the meeting and considering that all registered shareholders present in person at the Meeting voted FOR the resolution by a show of hands, the voting results were as follows:
 
Number of
Votes FOR
Percentage of
Total Votes FOR
Number of
Votes WITHELD
Percentage of
Votes WITHHELD
16,209,650
99.70 %
49,121
0.30 %
 
 
 
 
 
 
 
Special Business

MATTER VOTED UPON
Voting Result
   
3.
Approval of Share Sale of ADB Systemer AS
(Disinterested shareholder vote)
 
A special resolution authorizing the sale of 100 percent of the common shares of ADB Systemer AS, the particulars of which are set out in the Management Information Circular dated May 18, 2006 and provided to shareholders in connection with the Meeting.
 
As documented in the scrutineer’s report, 703,144 shares held by interested parties were excluded from voting on this resolution
Carried

Based on the report of proxies provided by the scrutineers at the meeting and considering that all registered shareholders present in person at the Meeting voted FOR the resolution by a show of hands, the voting results were as follows:

Number of
Votes FOR
Percentage of
Total Votes FOR
Number of
Votes AGAINST
Percentage of
Votes AGAINST
15,427,376
99.18
128,254
0.82 %

4.
Corporation Name Change
 
A special resolution authorizing the amendment of the Articles of the Corporation to change the name of the Corporation from ADB Systems International Ltd. to Northcore Technologies Inc.
Carried

Based on the report of proxies provided by the scrutineers at the meeting and considering that all registered shareholders present in person at the Meeting voted FOR the resolution by a show of hands, the voting results were as follows:

Number of
Votes FOR
Percentage of
Total Votes FOR
Number of
Votes AGAINST
Percentage of
Votes AGAINST
16,189,930
99.58 %
68,841
0.42 %

 
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