0001015402-01-502774.txt : 20011009 0001015402-01-502774.hdr.sgml : 20011009 ACCESSION NUMBER: 0001015402-01-502774 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010917 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRESCENT COMMUNICATIONS INC CENTRAL INDEX KEY: 0000768216 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870565948 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22711 FILM NUMBER: 1743455 BUSINESS ADDRESS: STREET 1: 701 NORTH POST OAK ROAD STREET 2: SUITE 630 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7136827400 MAIL ADDRESS: STREET 1: 701 NORTH POST OAK ROAD STREET 2: SUITE 630 CITY: HOUSTON STATE: TX ZIP: 77024 FORMER COMPANY: FORMER CONFORMED NAME: BERENS INDUSTRIES INC DATE OF NAME CHANGE: 19990823 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL AIR CORP DATE OF NAME CHANGE: 19970521 8-K 1 doc1.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 (Date of earliest event reported): September 17, 2001 Crescent Communications, Inc. (Exact name of registrant as specified in its charter) Nevada 0-22711 87-05065948 (State or other jurisdiction (Commission File (IRS Employer or incorporation) Number) Identification No.) 701 North Post Oak Rd., Suite 630 Houston, Texas 77024 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code (713) 682-7400 Berens Industries, Inc. (Former Name of Registrant) Item 5. Other Events. Pursuant to the consent of a majority of our shareholders, we took corporate action on the following four matters: A. Effective September 12, 2001, our Board of Directors consists of Robert E. Davis, Jeff Olexa, Manfred Sternberg and Jeffrey Hansen, all of whom shall serve as Directors until their successors are duly elected and qualified. B. Effective September 17, 2001 we changed our name to Crescent Communications, Inc. (formerly, our name was Berens Industries, Inc.) C. Effective as of the close of business on September 24, 2001, there is a 1:5 reverse split of our common stock. Our post-reverse-split common stock begins trading at the opening of business on September 25, 2001. D. Our independent auditors shall be Ham, Langston & Brezina, LLP, Certified Public Accountants of Houston, Texas for the year ending December 31, 2001. In addition to the above corporate actions, at the opening of business on September 25, 2001, the new trading symbol of our common stock is "CCES". Biographies of our present Directors. Robert Davis, age 43, has been a Director since July 2001. Mr. Davis received a B.B.A. in Finance from Texas A&M University in 1980. Mr. Davis is also involved in the energy industry having founded several successful companies, including Upland Energy, Inc. in 1985, MPH Production Co. in 1988, and. Laguna Rig Service, Inc. in 1999. Mr. Davis has been the President of Upland Energy, Inc. since its incorporation and has primarily been involved in the oil and gas business since that time. Jeff Olexa, age 41, has 17 years experience in technical and consultative selling in the telecommunications and Internet industries. Mr. Olexa had been employed by Crescent Services Corp. since March 1999 in varying capacities, and most recently as President. Between 1990 and 1999, he was employed by National Business Group, a nation-wide integration company where he served as Regional Director over the South Central Region. From 1986 to 1989 he worked for CXR Telecom. Prior to his private sector experience, Mr. Olexa was in the armed forces where he maintained an Air Force telecommunication facility. This facility utilized wireless communications, including line-of-site microwave communications and other broadband technologies between Greece, Turkey and Italy. Jeff Olexa has been our President since July 2001. Manfred Sternberg, age 40, is a graduate of Tulane University and Louisiana State University School of Law. Mr. Sternberg is licensed to practice law in Texas and Louisiana and is Board Certified in Consumer Law by the Texas Board of Legal Specialization. He has been engaged in the general practice of law since 1987. He has been primarily engaged in civil litigation and providing general counsel to several small companies in the Houston area. He has worked for his own law firm for the last ten years. Mr. Sternberg was the Chief Executive Officer of Crescent Services Corp. in January 2001, when an involuntary bankruptcy proceeding under Chapter 7 of the Bankruptcy Code was commenced against Crescent Services Corp. in a case styled In re: Crescent Services, Inc., Number 01-30189-H4-11, U.S. Bankruptcy Court, Southern District of Texas. Shortly thereafter, this was converted into a Chapter 11 debtor-in-possession proceeding. Manfred Sternberg was the Chief Executive Officer, Director and sole shareholder of Crescent Services Corp. In July 2001, we purchased certain assets of Crescent Services Corp. for the cash sum of $150,000. Crescent Services Corp. remains in bankruptcy at this time. Mr. Sternberg has been our Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary since July 2001. Jeffrey Hansen, age 49, has served as director since July 2000. Mr. Hansen has owned and operated his own law practice for the past twenty years in Houston, TX. Mr. Hansen has served as president of Simkova, LLC and general partner of Yolana Partnership, Ltd. since July 2000. He has a J.D., South Texas College of Law (1978), and a B.A. Degree, State University of New York-Oswego (1974). Item 7. Financial Statements and Exhibits (a) Financial Statements: None. (b) Exhibits: 3.1 Amendment to Articles of Incorporation. 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. Crescent Communications, Inc. By: _____________________________ Dated: September 24, 2001 /s/ Manfred Sternberg, Chief Executive Officer and Chief Financial Officer Manfred Sternberg, Chief Executive Officer and Chief Financial Officer EX-3.1 3 doc2.txt Exhibit 3.1 -- Amendment to Articles of Incorporation. [File-stamp of Secretary of State of Nevada dated September 17, 2001] ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION OF BERENS INDUSTRIES, INC. CHANGING ITS NAME TO: CRESCENT COMMUNICATIONS, INC. We, the undersigned, Jeffrey Olexa, President of Berens Industries, Inc., and Manfred Sternberg, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of Berens Industries, Inc., do hereby certify that: Pursuant to Nevada Revised Statutes 78.385 and 78.390, the undersigned corporation adopted the following Articles of Amendment to its Restated Articles of Incorporation. Article I of the Restated Articles of Incorporation is amended in its entirety to read: 1. The name of the corporation shall be: CRESCENT COMMUNICATIONS, INC. The Board of Directors recommended and consented to this change and amendment on July 23, 2001. A majority of the shareholders of the corporation consented pursuant to 78.320 to change and amend the Articles of Incorporation. A total of 12,426,350 shares of common stock and 600 shares of the Series A Preferred Stock consented, which constituted the consent of a majority of the shares entitled to vote on this amendment. --------------------------------- by /s/ Jeffrey Olexa Jeffrey Olexa President, Berens Industries, Inc. ------------------------------------------------------------------ by /s/ Manfred Sternberg Manfred Sternberg Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of Berens Industries, Inc. STATE OF TEXAS COUNTY OF HARRIS BEFORE ME, the undersigned authority, on this day personally appeared Jeffrey Olexa, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL of office this 13th day of September 2001. [Notary Seal] /s/ Barbara Fullerton NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS My commission expires 11/13/03. STATE OF TEXAS COUNTY OF HARRIS BEFORE ME, the undersigned authority, on this day personally appeared Manfred Sternberg, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL of office this 13th day of September 2001. [Notary Seal] /s/ Barbara Fullerton NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS My commission expires 11/13/03.