-----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, B7fsD1hpNscwhh9zVWNOSq0T5KaKxGVmyu0SojaZywjanx3rQIu2dyinhyW6OkVm 8dd6MBnkFkB/afbcia5FWw== /in/edgar/work/20000629/0000912057-00-030425/0000912057-00-030425.txt : 20000920 0000912057-00-030425.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-030425 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000619 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORTEL INC /CA/ CENTRAL INDEX KEY: 0000731647 STANDARD INDUSTRIAL CLASSIFICATION: [6794 ] IRS NUMBER: 942566313 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-12194 FILM NUMBER: 664525 BUSINESS ADDRESS: STREET 1: 46832 LAKEVIEW BLVD CITY: FREMONT STATE: CA ZIP: 94538-6517 BUSINESS PHONE: 5104409600 MAIL ADDRESS: STREET 1: 46832 LAKEVIEW BLVD CITY: FREMONT STATE: CA ZIP: 94538-6517 8-K 1 a8-k.txt FORM 8-K SECURITIES EXCHANGE AND 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): June 19, 2000 FORTEL INC. (formerly Zitel Corporation) (Exact name of registrant as specified in its charter) CALIFORNIA (State or other jurisdiction of incorporation) 0-12194 94-2566313 (Commission File No.) (IRS Employer Identification No.) 46832 LAKEVIEW BOULEVARD FREMONT, CALIFORNIA 94538 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (510) 440-9600 ITEM 5. OTHER EVENTS On June 19, 2000, the name of Zitel Corporation was changed to FORTEL Inc. with the filing by the California Secretary of State of a Certificate of Ownership completing the merger of Zitel Corporation with its wholly owned subsidiary, FORTEL Inc., a California corporation. The parent corporation is the surviving corporation in the merger ITEM 7. EXHIBITS (c) The following exhibit is furnished in accordance with the provisions of Item 601 of Regulation S-K: Exhibit 3 Certificate of Ownership SIGNATURE 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. FORTEL INC. Dated: June 29, 2000 By: /s/ Anna M. McCann ---------------------------------------- Anna M. McCann Chief Financial Officer 2 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- 3 Certificate of Ownership 3 EX-3 2 ex-3.txt EXHIBIT 3 EXHIBIT 3 CERTIFICATE OF OWNERSHIP AND MERGER MERGING FORTEL, INC., a California Corporation into ZITEL CORPORATION, a California Corporation - -------------------------------------------------------------------------------- Pursuant to Section 1110 of the General Corporation Law of the State of California - -------------------------------------------------------------------------------- Asa W. Lanum and Anna M. McCann certify that: 1. They are President and Secretary of Zitel Corporation, a California corporation. 2. That Zitel Corporation owns all of the outstanding shares of ZM Acquisition Corporation, a California corporation. 3. That Zitel Corporation, by the following resolutions of its Board of Directors, duly adopted a meeting held April 21, 2000, determined to change the name of ZM Acquisition Corporation to FORTEL Inc. and to merge that corporation into Zitel Corporation, on the terms and conditions set forth in such resolutions: RESOLVED, that the officers of this Corporation be and they hereby are authorized and directed to take any and all actions and execute any and all documents necessary or appropriate to change the corporate name of ZM Acquisition Corporation to "FORTEL Inc." FURTHER RESOLVED, that FORTEL Inc. be merged with and into the Corporation and that the Corporation be the surviving corporation in such merger; FURTHER RESOLVED, that the merger shall become effective upon the date and time of the filing of a Certificate of Ownership and Merger with the Secretary of State of the State of California; 1. FURTHER RESOLVED, that upon the effectiveness of the merger, the Corporation shall assume all of the liabilities and obligations of FORTEL Inc.; and FURTHER RESOLVED, that upon the effectiveness of the merger, the name of the Corporation shall be changed to "FORTEL Inc." and Article I of the Restated Articles of Incorporation of the Corporation shall be amended to read as follows: "The name of this corporation is FORTEL Inc." 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. Dated as of May 5, 2000 /s/ Asa W. Lanum -------------------------------- Asa W. Lanum, President /s/ Anna M. McCann -------------------------------- Anna M. McCann, Secretary 2. -----END PRIVACY-ENHANCED MESSAGE-----