-----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, CPpo+b0hVm8J8oVBs9sbRGbSPZ73k6in24Dzk1mZkCRqxOitSTBRbGWgBU44pjCw HF+bz1A+8fI9cVqU8t0q1g== 0000912057-97-016000.txt : 19970509 0000912057-97-016000.hdr.sgml : 19970509 ACCESSION NUMBER: 0000912057-97-016000 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970424 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970507 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ODS NETWORKS INC CENTRAL INDEX KEY: 0000736012 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 751911917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20191 FILM NUMBER: 97597644 BUSINESS ADDRESS: STREET 1: 1101 E ARAPAHO ROAD CITY: RICHARDSON STATE: TX ZIP: 75081 BUSINESS PHONE: 2142346400 MAIL ADDRESS: STREET 1: 1101 E ARAPAHO ROAD CITY: RICHRICHARDSON STATE: TX ZIP: 75081 FORMER COMPANY: FORMER CONFORMED NAME: OPTICAL DATA SYSTEMS INC DATE OF NAME CHANGE: 19950517 8-K 1 8K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES 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): MAY 7, 1997 (APRIL 24, 1997) ODS NETWORKS, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 0-20191 75-1911917 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 1101 EAST ARAPAHO ROAD, RICHARDSON, TEXAS 75081 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 234-6400 OPTICAL DATA SYSTEMS, INC. (Former Name, if Changed Since Last Report) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ODS NETWORKS, INC. FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 1. CHANGES IN CONTROL OF REGISTRANT. Not applicable. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Not applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP. Not applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Not applicable. ITEM 5. OTHER EVENTS. CHANGE OF CORPORATE NAME. Effective as of Thursday, April 24, 1997 (the "Effective Date"), the corporate name of Optical Data Systems, Inc., a Delaware corporation (the "Registrant" or "Company"), was formally changed to ODS NETWORKS, INC. The Board of Directors adopted and approved, on January 23, 1997, an amendment (the "Amendment") to Article One of the Registrant's Certificate of Incorporation changing the Registrant's name, subject to approval of the Amendment by stockholders of the Company. The holders of more than the required majority of issued and outstanding shares of common stock, $.01 par value per share (the "Common Stock"), of the Company entitled to vote thereon approved the Amendment, and thus the change of name, at the 1997 Annual Meeting of Stockholders held on April 24, 1997. Proxies were solicited of the holders of the Common Stock of the Company, pursuant to the Notice of Annual Meeting of Stockholders and Proxy Statement of the Company dated March 21, 1997 (the "Proxy Statement"), which Proxy Statement was duly filed in definitive form with the Securities and Exchange Commission on March 14, 1997. The Amendment to the Registrant's Certificate of Incorporation is fully described in the Proxy Statement. NO CHANGES IN BUSINESS PLAN, MANAGEMENT, ASSETS, LIABILITIES, NET WORTH OR CAPITALIZATION. The name change did not and will not result in any change in the business, management, assets, liabilities, net worth or capitalization of the Registrant. As of the Effective Date of the Amendment, (i) the name of the Registrant was changed to ODS NETWORKS, INC., (ii) the Registrant's Common Stock, including all outstanding shares thereof, remained unchanged with no necessity for stockholders of the Registrant to exchange their previously issued stock certificate(s) evidencing their shares of Common Stock for new stock certificate(s), and (iii) the business of the Registrant will continue to be conducted in the same places and in the same manner as the business of the Registrant was previously conducted. The officers and directors of the Company as of the Effective Date of the Amendment will continue to serve as the officers and directors of the Registrant until their respective successors are elected. -2- NASDAQ NATIONAL MARKET QUALIFICATION. As of the Effective Date of the Amendment, (i) the Registrant's Common Stock continued to be qualified for listing on The Nasdaq Stock Market, National Market System, under the symbol "ODSI", the symbol assigned to the Registrant's Common Stock prior to the Effective Date of the Amendment, (ii) the cusip number assigned to the Registrant's Common Stock was changed from 68382J 10 3 to 67082N 10 9, and (iii) the Registrant adopted and approved a new form of stock certificate to evidence its shares of Common Stock. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. Not applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not applicable. (b) PRO FORMA FINANCIAL INFORMATION. Not applicable. (c) EXHIBITS. 3.1(1) -- Certificate of Amendment to the Certificate of Incorporation of Optical Data Systems, Inc., a Delaware corporation. 4.1(1) -- Specimen of Common Stock Certificate. 99.1(2) -- Definitive Proxy Statement of the Registrant, dated March 21, 1997, relating to the 1997 Annual Meeting of Stockholders held on April 24, 1997. --------------------- (1) Filed herewith. (2) Filed in definitive form with the Securities and Exchange Commission (File No. 0-20191) on March 14, 1997, and hereby incorporated herein by reference. ITEM 8. CHANGE IN FISCAL YEAR. Not applicable. -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 hereunto duly authorized. ODS NETWORKS, INC. (Registrant) By: /s/ G. WARD PAXTON -------------------------------- G. Ward Paxton, CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER Date: May 7, 1997 (Principal Executive Officer) -4- INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------- ---------------------- 3.1(1) -- Certificate of Amendment to the Certificate of Incorporation of Optical Data Systems, Inc., a Delaware corporation. 4.1(1) -- Specimen of Common Stock Certificate. 99.1(2) -- Definitive Proxy Statement of the Registrant, dated March 21, 1997, relating to the 1997 Annual Meeting of Stockholders held on April 24, 1997. - --------------------- (1) Filed herewith. (2) Filed in definitive form with the Securities and Exchange Commission (File No. 0-20191) on March 14, 1997, and hereby incorporated herein by reference. -5- EX-3.1 2 EXHIBIT 3.1 Exhibit 3.1 STATE OF DELAWARE OFFICE OF THE SECRETARY OF STATE ------------------- I, EDWARD J. FREEL, SECRETARY OF THE STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "OPTICAL DATA SYSTEMS, INC.", CHANGING ITS NAME FROM "OPTICAL DATA SYSTEMS, INC." TO "ODS NETWORKS, INC.", FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF APRIL, A.D. 1997, AT 1 O'CLOCK P.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING. /s/ EDWARD J. FREEL ------------------------- EDWARD J. FREEL, SECRETARY OF STATE Seal of: Secretary's Office Delaware 2538388 8100 AUTHENTICATION: 845287 971133126 DATE: 04-24-97 -6- CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF OPTICAL DATA SYSTEMS, INC. 1. Pursuant to the provisions of Section 242 of the General Corporation Law of Delaware (the "DGCL"), OPTICAL DATA SYSTEMS, INC., a corporation organized and existing under the DGCL (the "Corporation"), hereby adopts this Certificate of Amendment to the Certificate of Incorporation of the Corporation as filed in the Office of the Secretary of State on August 30, 1995, and in connection therewith, the Corporation acting through its duly and authorized officers, does hereby certify as follows: 2. Article One of the Certificate of Incorporation of the Corporation is hereby amended in order to change the name of the Corporation to ODS Networks, Inc. Article One of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows: ARTICLE ONE NAME 1. The name of the corporation is ODS NETWORKS, INC. (the "Corporation"). 3. The amendment made by this Certificate of Amendment to the Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation at a duly called meeting thereof on January 27, 1997 and pursuant to a resolution duly adopted thereat by the Board of Directors, an annual meeting of the stockholders of the Corporation was duly called and -7- held on April 24, 1997 upon notice in accordance with the provisions of Section 222 of the DGCL at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. 4. The amendment made by this Certificate of Amendment to the Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the DGCL. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be executed and attested by its duly authorized officers on this the 24th day of April, 1997. OPTICAL DATA SYSTEMS, INC. By: /s/ G. WARD PAXTON ----------------------------- G. WARD PAXTON, President and Chief Executive Officer ATTEST: /s/ MICHAEL L. PAXTON - -------------------------------- MICHAEL L. PAXTON, Secretary -8- EX-4.1 3 EXHIBIT 4.1 Exhibit 4.1 NUMBER SHARES ODS ODS N E T W O R K S COMMON STOCK COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 67082N 10 9 DALLAS, TEXAS, OR NEW YORK, NEW YORK SEE REVERSE FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND RESTRICTIONS ON TRANSFER THIS CERTIFIES That [SPECIMEN] is the OWNER of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF ODS NETWORKS, INC.
(herein called the "Corporation") transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed or accompanied by a proper assignment. This Certificate and the shares represented hereby are issued under and shall be held subject to all of the provisions of the Certificate of Incorporation and the By-laws of the Corporation, and all amendments thereto, copies of which are on file at the principal offices of the Corporation and the Transfer Agent, to all of which the holder of this Certificate, by acceptance hereof, assents. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Corporation. IN WITNESS WHEREOF, the Corporation has caused the facsimile signatures of its duly authorized officers and its facsimile seal to be hereunto affixed. DATED: COUNTERSIGNED AND REGISTERED: /s/ G. WARD PAXTON CHASEMELLON SHAREHOLDER SERVICES, L.L.C. PRESIDENT AND CHIEF EXECUTIVE OFFICER TRANSFER AGENT AND REGISTRAR /s/ MICHAEL L. PAXTON BY SECRETARY Corporate Seal: |-------------------| |ODS NETWORKS, INC. | |ODS | |DELAWARE | AUTHORIZED SIGNATURE |-------------------| -9- ODS NETWORKS, INC. The Certificate of Incorporation of the Corporation on file in the Office of the Secretary of State of Delaware sets forth a statement of (i) all of the designations, preferences, limitations and relative rights of the shares of each class of capital stock authorized to be issued, (ii) the authority of the Board of Directors to fix and determine the relative rights and preferences of the shares of preferred stock which the Corporation is authorized to issue in series and, if and to the extent fixed and determined, the relative rights and preferences of any such series, (iii) the denial to stockholders of preemptive rights to acquire unissued or treasury shares or other securities of the Corporation and (iv) the denial to stockholders of the right to cumulate votes in any election of directors of the Corporation. The Corporation will furnish a copy of such statements to the record holder of this Certificate without charge on written request to the Corporation at its principal place of business or to the Transfer Agent and Registrar. The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties UNIF GIFT MIN -- ______Custodian_______ JT TEN -- as joint tenants with right of (Cust) (Minor) survivorship and not as tenants under Uniform Gifts to Minors in common Act _____________________________ (State) Additional abbreviations may also be used though not in the above list. For Value Received, ____________________________________________ hereby sell(s), assigns(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFICATION NUMBER OF ASSIGNEE |----------------------------------------| | | |----------------------------------------|-------------------------------------- - -------------------------------------------------------------------------------- PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares - -------------------------------------------------------------------------- of the Common Stock represented by the within Certificate and do(es) hereby irrevocably constitute and appoint Attorney - ------------------------------------------------------------------------ to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated ------------------------------------ X----------------------------------- (SIGNATURE) NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRE- SPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. X----------------------------------- (SIGNATURE) |--------------------------------------| |THE SIGNATURES SHOULD BE GUARANTEED | |BY AN ELIGIBLE GUARANTOR INSTITUTION | |(BANKS, STOCKBROKERS, SAVINGS AND LOAN| |ASSOCIATION AND CREDIT UNIONS WITH | |MEMBERSHIP IN AN APPROVED SIGNATURE | |GUARANTEE MEDALLION PROGRAM), PURSUANT| |TO SEC. RULE 17Ad-15. | | | |--------------------------------------| |SIGNATURE(S) GUARANTEED BY: | | | | | -------------------------------------- -10- -----END PRIVACY-ENHANCED MESSAGE-----