8-K 1 0001.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 TXON INTERNATIONAL DEVELOPMENT CORPORATION (Name of Small Business Issuer) June 5, 2000 Date of Report (Date of earliest event reported) Nevada 000-26119 87-0629754 (State or Other (Commission (I.R.S. Employer Jurisdiction of File No.) Identification Incorporation or Number) Organization) 3672 Cove Point Drive, Salt Lake City, UT 84109 (Address of Principal Executive Offices) (Zip Code) (801) 574-8000 (Registrant's Telephone Number) Item 1. CHANGES IN CONTROL OF REGISTRANT At a Special Meeting of Stockholders on June 5, 2000, stockholders elected the following persons to serve as directors of the corporation: Richard A. Ford, age 45, Gary Lewis, age 48, and Jeanie Hildebrand, age 42. Immediately after the stockholders' meeting, the new Board elected the following persons to serve as officers of the Company. Richard A. Ford President and Chairman of the Board Gary Lewis Vice President Jeanie Hildebrand Secretary The new directors and officers assumed control of the Corporation from John Chris Kirch, Stephanie Harnicher, Robert E. Carter, Seymour Tatar and Jay Shapiro who were not re-elected as directors of the Company. Under the Bylaws of the corporation, officers and directors serve until the next annual meeting of stockholders or until their successors have been elected and qualified. There are no arrangements or understandings among members of both the former and new control groups and their associates with respect to election of directors or related matters. There are no arrangements known to the registrant, including any pledge by any person of securities of the registrant or any of its parents, the operation of which may at a subsequent date result in a change in control of the registrant. There are no family relationships between any directors or officers of the corporation. ISSUANCE OF SECURITIES TO OFFICERS AND DIRECTORS By resolution dated May 27, 2000, and in anticipation of the election of Richard Ford, Gary Lewis and Jeanie Hildebrand as officers and directors, and as an inducement to them accepting their positions, the prior Board of Directors authorized the issuance of post reverse split common shares of the Company to the new directors and officers which resulted in their holding the following positions in the common shares of the Company. Name and address of Amount and nature of Title of Class beneficial owner beneficial ownership Percent of Class -------------- -------------------- -------------------- ---------------- Common Richard Ford 1,500,000 shares(1) 33.16% Common Gary Lewis 1,500,000 shares 33.16% Common Jeanie Hildebrand 1,000,000 shares 22.11% Officers and Directors as as group 4,000,000 shares 88.43% _____________________________________________________ (1) These shareholdings are beneficial and of record Item 5. Other Events. REVERSE SPLIT OF SHARES At a Special Meeting of Stockholders held On December 15, 1999, the stockholders adopted a resolution approving one (1) share for ten (10) share reverse split of the Company's outstanding shares. No action was taken to give effect to this resolution. A second resolution to approve this one (1) for ten (10) reverse split of shares was submitted to the Special Meeting of Stockholders held on June 5, 2000. The resolution was again adopted by a majority of the outstanding shares of the registrant. There were, on that date, 5,231,000 common shares of the registrant outstanding. The registrant's Transfer agent formally gave effect to this change on June 5, 2000. As a result of this action, the 5,231,100 common shares then outstanding became 523,100 common shares of the registrant. Neither the par value or any attributes of the registrant's common shares were changed by this action. The 4,000,000 restricted shares issued to officers and directors were issued after the reverse split of shares had been effected, which resulted in the percentages of ownership reflected above. ADOPTION OF NON-QUALIFIED STOCK OPTION PLAN On May 27, 2000 the Board of Directors adopted an executive compensation plan designated the "Txon International Development Corporation Year 2000 Non-Qualified Stock Option Plan" which provides for the issuance of options for the purchase of up to 1,000,000 common shares of the Company by officers, directors or consultants to the Company. A form of "Option Agreement" to be employed in connection with the plan was also approved. On the same day, the Board adopted a resolution directing the officers of the Company to cause to be prepared and filed a registration statement under the Securities Act of 1933 on Form S-8 to cover the common shares to be issued on exercise of the options. The exercise price of the options shall be Ten Cents ($.10) per share. The options shall be exercisable for two (2) years from the date on which they are granted. Options to purchase shares in the amounts set forth below have been granted to officers, directors and consultants to the registrant: Stephanie Harnicher 100,000 shares John Chris Kirch 100,000 shares Jay Kirch 100,000 shares Martin Trembley 100,000 shares Ed Hall 100,000 shares ----------------- 500,000 shares None of these options have yet been exercised. It is anticipated that all these options will be exercised once a Form S-8 registrations statement is in effect covering the shares to be issued on exercise. 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 hereunto duly authorized. TXON INTERNATIONAL DEVELOPMENT CORPORATION /s/ Richard A. Ford By:________________________________ Richard A. Ford, President