8-K 1 vertical-form8k.txt 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: December 3, 2002 VERTICAL COMPUTER SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 0-28685 65-0393635 -------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 6336 WILSHIRE BOULEVARD ----------------------- LOS ANGELES, CALIFORNIA 90048 ----------------------------- (Address of principal executive offices) (323) 658-4211 -------------- (Registrant's Executive Office Telephone Number) SCIENTIFIC TECHNOLOGY, INC. --------------------------- (Former Name of Small Business Issuer) 1203 HEALING WATERS, LAS VEGAS, NV 89031 ---------------------------------------- (FORMER ADDRESS OF SMALL BUSINESS ISSUER) ITEM 9. REGULATION FD DISCLOSURE. On October 17, 2002, the Company's wholly-owned subsidiary, Emily Solutions, Inc., a Nevada corporation, changed the name of the corporation to Government Internet Systems, Inc. ("GIS") by amending its articles of incorporation. The Company intends to license its proprietary technology to GIS so that GIS will market and distribute this technology to government entities of the United States, beginning initially with ResponseFlash. Emily web technology, including the Emily XML Enabler Agent and the Emily Broker applications, will be commercially exploited to non-government agencies and further developed by Vertical Internet Solutions, Inc., a wholly-owned subsidiary of the Company. On November 11, 2002, Richard Wade, Laurent Tetard, and Luiz Valdetaro resigned in their capacities as Directors and President, Secretary and Treasurer, respectively and were replaced by Directors Stephen Rossetti and Victor Weber. Rossetti also became Chairman and CEO and Weber became President and Treasurer of Government Internet Systems, Inc. ITEM 7. EXHIBITS None 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 hereunto duly authorized. VERTICAL COMPUTER SYSTEMS, INC. Dated: December 3, 2002 By: /s/ Richard Wade ------------------------- Name: Richard Wade Its: President and CEO