-----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, NdL02BxvCr0ja0pBHiirC2lx4nh1fKyO1mNpWy5+iDCaxoIv0tuBAewCdK06ZDA5 cXZu2bRJ1GsUhCNyWKugMw== 0001015402-04-005224.txt : 20041129 0001015402-04-005224.hdr.sgml : 20041129 20041129144548 ACCESSION NUMBER: 0001015402-04-005224 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20041028 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041129 DATE AS OF CHANGE: 20041129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUEGATE CORP 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: 041171080 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: CRESCENT COMMUNICATIONS INC DATE OF NAME CHANGE: 20010921 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Date of Report (Date of earliest event reported): October 28, 2004 BLUE GATE CORPORATION (Exact Name of Registrant a Specified in Its Charter) Nevada (State or Other Jurisdiction of Incorporation) 000-22711 76-0640970 Commission File Number: (IRS Employer Identification Number) 701 North Post Oak, Road, Suite 630, Houston, Texas 77024 (Address of Principal Executive Office) (Zip Code) (713) 682-7400 (Registrant's Telephone Number, Including Area Code) CRESCENT COMMUNICATIONS, INC. (Former Name of Registrant) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 3.03 MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS. On October 28, 2004, our shareholders voted to effectuate a 20:1 reverse split of our common stock. The State of Nevada requires the filing of a form with the Secretary of State of Nevada pursuant to the Nevada Revised Statutes section 78.209 setting forth the reverse split. Shortly after our shareholder meeting, we filed such a form with the Secretary of State of Nevada. At the opening of business on November 23, 2004, our 20:1 reverse split of our common stock was effective with the NASD and the OTCBB. Immediately before the reverse split we had 85,000,000 shares of common stock authorized of which approximately 47,850,931 shares of common stock were outstanding. Immediately after the reverse split, we had 4,250,000 authorized shares of common stock of which approximately 2,392,547 shares of common stock were outstanding, pending fractional-share rounding-up calculations to adjust for the reverse split. In connection with the shareholder vote to conduct the reverse split, our shareholders voted to change our post-reverse split authorized shares to be 50,000,000 authorized shares, and we amended our articles of incorporation accordingly. Thus we now have 50,000,000 shares of common stock authorized of which approximately 2,392,547 shares of common stock are outstanding, pending fractional-share rounding-up calculations to adjust for the reverse split. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPALS OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. For personal reasons, Robert Davis and Jeff Olexa did not stand for re-election as Directors at our annual meeting of shareholders on October 28, 2004. ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. On October 28, 2004, our shareholders voted to effectuate a 20:1 reverse split of our common stock. The State of Nevada requires the filing of a form with the Secretary of State of Nevada pursuant to the Nevada Revised Statutes section 78.209 setting forth the reverse split. We filed such a form with the Secretary of State of Nevada. On November 23, 2004 the reverse split was effective with the NASD and the OTCBB at the opening of business. Immediately before the reverse split we had 85,000,000 shares of common stock authorized of which 47,850,931 shares of common stock were outstanding. Immediately after the reverse split, we had 4,250,000 authorized shares outstanding of which approximately 2,392,547 shares of common stock were outstanding, pending fractional-share rounding-up calculations to adjust for the reverse split. In connection with the shareholder vote to conduct the reverse split, our shareholders voted to change our post-reverse split authorized shares to be 50,000,000 authorized shares, and we amended our articles of incorporation accordingly . Thus we now have 50,000,000 shares of common stock authorized of which approximately 2,392,547 shares are outstanding, pending fractional-share rounding-up calculations to adjust for the reverse split. On October 28, 2004, our shareholders voted to change our name to BLUEGATE CORPORATION. We amended our Articles of Incorporation for the name change accordingly. ITEM 8.01 OTHER EVENTS. In connection with our name change, our stock trading symbol on the OTCBB changed to "BGAT". At the opening of business on November 23, 2004, the 20:1 reverse stock split of our common stock was effective with the NASD and the OTCBB. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements. None. (b) Pro Forma Financial Statements. None. (c) Exhibits. Exhibit Number Description ----------------------------------- 3.I.1 Certificate of Amendment 3.I.2 Certificate of Correction 3.I.3 Certificate of Change 3.I.4 Certificate of Amendment 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. Bluegate Corporation November 26, 2004 (signed) ------------------------------------- /s/ Manfred Sternberg Manfred Sternberg Chief Executive Officer Exhibit Index Exhibit Number Description ----------------------------------- 3.I.1 Certificate of Amendment 3.I.2 Certificate of Correction 3.I.3 Certificate of Change 3.I.4 Certificate of Amendment EX-3.I.1 2 doc2.txt EXHIBIT 3.I.1 DEAN HELLER EXHIBIT 3.I-1 [NEVADA Secretary of State ----- STATE 204 North Carson Street, Suite 1 FILED# C173-85 SEAL] Carson City, Nevada 89701-4299 ------- (775) 684-5708 NOV 02 2004 Website: secretaryofstate.biz IN THE OFFICE OF /s/ Dean Heller - -------------------------------------------------- DEAN HELLER, Certificate of Amendment SECRETARY OF STATE (PURSUANT TO NRS 78.385 and 78.390) - -------------------------------------------------- Important: Read attached instructions ABOVE SPACE IS before completing form. FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation ----------------------------------------------------- For Nevada Profit Corporations ------------------------------ (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: Crescent Communications, Inc. ------------------------------------------------------- 2. The articles have been amended as follows (provide article numbers, if available): The name of the Corporation is changed to Bluegate Corporation. The total - -------------------------------------------------------------------------------- number of shares which the Corporation is authorized to issue is - -------------------------------------------------------------------------------- 60,000,000. The number of Common shares authorized is 50,000,000 and the - -------------------------------------------------------------------------------- par value of each share is $.001 per share. The number of preferred shares - -------------------------------------------------------------------------------- authorized is 10,000,000 and the par value of each such share is $.001 per - -------------------------------------------------------------------------------- share. - -------------------------------------------------------------------------------- 3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: majority vote * -------------------------- 4. Effective date of filing (optional): ---------------------------------------- (must not be later than 90 days after the certificate is filed) 5. Officer Signature (required): /s/ Manfred Sternberg ----------------------------------------------- *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof. IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. SUBMIT IN DUPLICATE This filing must be accompanied by Nevada Secretary of State appropriate fees. See attached fee AM 78.385 Amend 2003 schedule. Revised 11/03/03 EX-3.I.2 3 doc3.txt EXHIBIT 3.I.2 DEAN HELLER Secretary of state [NEVADA 204 North Carson Street, Suite 1 EXHIBIT 3.I-2 STATE Carson City, Nevada 89701-4299 ----- SEAL] (775) 684 5708 FILED# C-173-85 Website: secretaryofstate.biz -------- NOV 15 2004 - ---------------------------------------- CERTIFICATE OF CORRECTION IN THE OFFICE OF (PURSUANT TO NRS 78,78A, 80, 81, /s/ Dean Heller 82, 84, 86, 87, 58, 88A, 89 AND 92A) DEAN HELLER, SECRETARY OF STATE - ---------------------------------------- Important: Read attached instructions ABOVE SPACE IS FOR OFFICE USE ONLY before completing form. CERTIFICATE OF CORRECTION ------------------------- (PURSUANT TO NRS 78, 78A, 80, 81,82, 84,86, 87, 88, 88A, 89 AND 92A) 1. The name of the ENTITY for which correction is being made: - -------------------------------------------------------------------------------- Bluegate Corporation - -------------------------------------------------------------------------------- 2. Description of the original document for which correction is being made: - -------------------------------------------------------------------------------- Certificate of Amendment - -------------------------------------------------------------------------------- 3. Filing date of the original document for --------------------- which correction is being made: November 2,2004 --------------------- 4. Description of the inaccuracy or defect. - -------------------------------------------------------------------------------- Certificates of Amendments incorrectly stated: "The total number of shares which the Corporation is authorized to issue is 60,000,000. The number of Common shares authorized is 50,000,000 and the par value of each share is $.001 per share. The number of preferred shares authorized is 10,000,000 and par value of each share is $.001 per share." - -------------------------------------------------------------------------------- 5. Correction of the inaccuracy or defect. - -------------------------------------------------------------------------------- The total number of shares which the Corporation is authorized to issue is 95,000,000. The number of Common shares authorized is 85,000,000 and the par value of each share is $.001 per share. The number of preferred shares authorized is 10,000,000 and par value of each share is $.001 per share." - -------------------------------------------------------------------------------- 6. Signature: ------------------------ ---------------------- /s/ Manfred Sternberg CEO 11/5/4 - -------------------------- ------------------------ ---------------------- AUTHORIZED SIGNATURE TITLE * DATE *lf entity is a Corporation, it must be signed by an Officer if stock has been issued, OR an Incorporator or Director if stock has not been issued; a Limited - -Liability Company, by a manager or managing members; a Limited Partnership or Limited-Liability Limited Partnership, by a General Partner; a Limited-Liability Partnership, by a Managing Partner; a Business Trust, by a Trustee. IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. This form must be accompanied by Nevada Secretary of State appropriate fees. AM Correction 2003 See attached fee schedule. Revised on: 10/24/03 EX-3.I.3 4 doc4.txt EXHIBIT 3.I.3 DEAN HELLER EXHIBIT 3.I-3 [NEVADA Secretary of State ----- STATE 204 North Carson Street Suite 1 SEAL] Carson City, Nevada 89701-4299 FILED #C173-85 (775) 684 5708 ------- Website: secretaryofstate.biz NOV 15 2004 - -------------------------------------------- | | IN THE OFFICE OF | Certificate of Change Pursuant | /s/ Dean Heller | to NRS 78.209 | DEAN HELLER, SECRETARY OF STATE | | - -------------------------------------------- Important: Read attached instructions ABOVE SPACE IS FOR before completing form. OFFICE USE ONLY Certificate of Change filed Pursuant to NRS 78.209 -------------------------------------------------- For Nevada Profit Corporations ------------------------------ 1. Name of corporation: - -------------------------------------------------------------------------------- Bluegate Corporation - -------------------------------------------------------------------------------- 2. The board of directors have adopted a resolution pursuant to NRS 78.207 and have obtained any required approval of the stockholders. 3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change: - -------------------------------------------------------------------------------- 95,000,000 total shares consisting of 85,000,000 common shares with par value of $.001 per share and 10,000,000 preferred shares with par value of $.001 per share - -------------------------------------------------------------------------------- 4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change: - -------------------------------------------------------------------------------- 14,250,000 total shares consisting of 4,250,000 common shares with par value of $.001 per share and 10,000,000 preferred shares with par value of $.001 per share - -------------------------------------------------------------------------------- 5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series: - -------------------------------------------------------------------------------- 20-for-1 reverse split of common shares - -------------------------------------------------------------------------------- 6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby: - -------------------------------------------------------------------------------- Holders of less than 20 shares will receive 1 whole share - -------------------------------------------------------------------------------- ------------------------------------ 7. Effective date of filing (optional): 11/23/04 ------------------------------------ (must not be later than 90 days after the certificate is filed) ------------------------- 8. Officer Signature: /s/ Manfred Sternberg CEO ---------------------------- ------------------------- Signature Title IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. This form must be accompanied Nevada Secretary of State AM 78.209 2003 by appropriate fees. Revised on: 10/24/03 EX-3.I.4 5 doc5.txt EXHIBIT 3.I.4 DEAN HELLER [NEVADA Secretary of State EXHIBIT 3.I-4 STATE 204 North Carson Street, Suite 1 ----- SEAL] Carson City, Nevada 89701-4299 (775) 684-5708 FILED # C173-85 Website: secretaryofstate.biz ------- NOV 15 2004 - -------------------------------------------------- IN THE OFFICE OF Certificate of Amendment /s/ Dean Heller (PURSUANT TO NRS 78.385 and 78.390) DEAN HELLER, - -------------------------------------------------- SECRETARY OF STATE Important: Read attached instructions ABOVE SPACE IS before completing form. FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation ----------------------------------------------------- For Nevada Profit Corporations ------------------------------ (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: - -------------------------------------------------------------------------------- Bluegate Corporation - -------------------------------------------------------------------------------- 2. The articles have been amended as follows (provide article numbers, if available): - -------------------------------------------------------------------------------- The total number of shares which the Corporation is authorized to issue is 60,000,000. The number of Common shares authorized is 50,000,000 and the par value of each share is $.001 per share. The number of preferred shares authorized is 10,000,000 and the par value of each share is $.001 per share. - -------------------------------------------------------------------------------- 3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the * articles of incorporation have voted in favor of the amendment is: majority vote ----------------------- ---------------------------------------- 4. Effective date of filing (optional): 11/23/04 ---------------------------------------- (must not be later than 90 days after the certificate is filed) 5. Officer Signature (required): /s/ Manfred Sternberg CEO ----------------------------------------------- *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof. IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. This filing must be accompanied by Nevada Secretary of State appropriate fees. See attached fee AM 78.385 Amend 2003 schedule. Revised 11/03/03 -----END PRIVACY-ENHANCED MESSAGE-----