8-K 1 sionix_8k-070103.txt 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 JULY 1, 2003 Date of Report (Date of earliest event reported) SIONIX CORPORATION (Exact name of registrant as specified in its charter) Nevada 2-95626-D 87-0428526 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 9272 Jeronimo Road, Suite 108, Irvine, CA 92618 (Address of principal executive offices) (Zip Code) (949) 454-9283 Registrant's telephone number, including area code 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 AND REGULATION FD DISCLOSURE The Company has completed its reincorporation as a Nevada corporation, effective July 1, 2003. The reincorporation was completed pursuant to an Agreement and Plan of Merger between Sionix Corporation, a California corporation ("Sionix California") and its wholly-owned Nevada subsidiary, Sionix Corporation ("Sionix Nevada"). Under the merger agreement, Sionix California merged with and into Sionix Nevada, and each share of Sionix California's common stock was automatically converted into one share of common stock, par value $0.001 per share, of Sionix Nevada (the "Merger"). The Merger was effected by the filing of Articles of Merger, along with the Agreement and Plan of Merger, with the Secretary of State of Nevada. A copy of the Agreement and Plan of Merger is attached as an exhibit to this Current Report on Form 8-K, as are the Company's new Articles of Incorporation and Bylaws. The Merger and the change of the Company's jurisdiction to the State of Nevada were approved by the Company's shareholders at its 2003 Annual Meeting of Shareholders. No shareholders exercised dissent rights in connection with this reincorporation. In addition, the shareholders approved an increase in the authorized capital of the corporation from 100 million shares to 150 million shares, which is reflected in the Articles of Incorporation. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS Not applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit Description ----------------------------------------------------------------------------- 2.1 Agreement and Plan of Merger, dated July 1, 2003, as filed by the Registrant with the Nevada Secretary of State 3.1 Articles of Incorporation of the Registrant 3.2 Bylaws of the Registrant ITEM 8. CHANGE IN FISCAL YEAR Not applicable. ITEM 9. REGULATION FD DISCLOSURE Not applicable. ITEM 10. AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS. Not applicable. ITEM 11. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS Not applicable. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. Not applicable. 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 hereunto duly authorized. SIONIX CORPORATION Date: JULY 15, 2003 By: /s/ James J. Houtz ----------------------------- James J. Houtz President