-----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, OdN2MIXpdZifpKms9Iyh6T9i4beyxxrrGQimM7SRh9HTvL4PEdemdW4h2WrcMOzy IdkFOJ9IwoP1UcENJrwmow== 0001104659-07-032547.txt : 20070427 0001104659-07-032547.hdr.sgml : 20070427 20070427164011 ACCESSION NUMBER: 0001104659-07-032547 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070424 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070427 DATE AS OF CHANGE: 20070427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Enterprise Informatics Inc CENTRAL INDEX KEY: 0000813747 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 953634089 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15935 FILM NUMBER: 07796358 BUSINESS ADDRESS: STREET 1: 10052 MESA RIDGE CT. STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858 625 3000 MAIL ADDRESS: STREET 1: 10052 MESA RIDGE CT. STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: SPESCOM SOFTWARE INC DATE OF NAME CHANGE: 20040202 FORMER COMPANY: FORMER CONFORMED NAME: ALTRIS SOFTWARE INC DATE OF NAME CHANGE: 19961113 FORMER COMPANY: FORMER CONFORMED NAME: ALPHAREL INC /CA/ DATE OF NAME CHANGE: 19920703 8-K 1 a07-12346_18k.htm 8-K

 

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): April 24, 2007

ENTERPRISE INFORMATICS INC.

(Exact name of registrant as specified in its charter)

 

California

 

0-15935

 

95-3634089

(State or other jurisdiction

 

(Commission file number)

 

(I.R.S. Employer

of incorporation)

 

 

 

Identification Number)

 

10052 Mesa Ridge Court, Suite 100

 

92121

San Diego, California

 

(Zip Code)

(Address of principal executive offices)

 

 

 

Registrant’s telephone number, including area code:    (858) 625-3000

Spescom Software Inc.

(Former name or former address, if changed since last report.)

 

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 




Item 8.01  Other Events.

The Registrant’s shareholders, at the annual meeting of shareholders held on April 24, 2007, approved an amendment to the Articles of Incorporation of the Registrant to change the Registrant’s name from Spescom Software Inc. to Enterprise Informatics Inc.  The associated press release, dated April 27, 2007, is attached hereto as Exhibit 99.1.

On April 26, 2007, the name change was effected by the filing of a Certificate of Amendment to the Articles of Incorporation of the Registrant, in the form attached hereto as Exhibit 3.1, in the office of the Secretary of State of the State of California.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits:

3.1           Certificate of Amendment of Articles of Incorporation

99.1         Press Release, dated April 27, 2007

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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.

Dated:  April 27, 2007

ENTERPRISE INFORMATICS INC.

 

 

 

 

 

By:

/s/ John W. Low

 

 

John W. Low

 

 

Chief Financial Officer

 

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EX-3.1 2 a07-12346_1ex3d1.htm EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
SPESCOM SOFTWARE INC.

The undersigned certify that:

1.             They are the President and the Secretary, respectively, of Spescom Software Inc., a California corporation (the “Corporation”).

2.             Article I of the Articles of Incorporation of the Corporation is amended to read in its entirety as follows:

“The name of the corporation is Enterprise Informatics Inc.”

3.             Article III of the Articles of Incorporation of the Corporation is amended by amending Paragraph (a) thereof to read in its entirety as follows:

“(a)         This corporation is authorized to issue two classes of shares of stock, designated, respectively, as “Common Stock” and “Preferred Stock.”  The total number of shares of all classes of stock that this Corporation is authorized to issue is Two Hundred-One Million (201,000,000), consisting of Two Hundred Million (200,000,000) shares of Common Stock and One Million (1,000,000) shares of Preferred Stock.”

4.             The foregoing amendments of the Articles of Incorporation have been duly approved by the board of directors of the Corporation.

5.             The foregoing amendments of the Articles of Incorporation have been duly approved by the required vote of shareholders of the Corporation in accordance with Section 902 and Section 903 of the California Corporations Code.  The total number of outstanding shares entitled to vote thereon was 37,149,785, consisting of (i) 37,144,494 shares of Common Stock (the “Outstanding Common Shares”) and (ii) 5,291 shares of Preferred Stock, all of which were shares of Series F Convertible Preferred Stock (the “Outstanding Series F Preferred Shares”).  The total number of votes entitled to be cast by such outstanding shares was 48,902,272, consisting of (i) 37,144,494 votes, in the aggregate, entitled to be cast by the Outstanding Common Shares and (ii) 11,757,778 votes, in the aggregate, entitled to be cast by the Outstanding Series F Preferred Shares.  At no time during the period between and including the date duly fixed by the board of directors for purposes of determining the shareholders entitled to vote on the amendments and the date hereof have there been any outstanding shares of Series A Preferred Stock, Series D Convertible Preferred Stock or Series E Convertible Preferred Stock.  The number of votes cast in favor of the amendments equaled or exceeded the vote required, as specified in the following two sentences.  Approval of the amendments set forth in paragraph 2 and paragraph 3 hereof required greater than 50 percent of the 48,902,272 votes, in the aggregate, entitled to be cast by the Outstanding Common Shares and the Outstanding Series F Preferred Shares.  In addition, approval of the amendment set forth

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in paragraph 3 hereof required greater than 50 percent of the 37,144,494 votes, in the aggregate, entitled to be cast by the Outstanding Common Shares.

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 of our own knowledge.

DATED:  April 26, 2007

 

/s/ Alan Kiraly

 

 

 

Alan Kiraly

 

 

 

President

 

 

 

 

 

 

 

/s/ John W. Low

 

 

 

John W. Low

 

 

 

Secretary

 

 

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EX-99.1 3 a07-12346_1ex99d1.htm EX-99.1

Exhibit  99.1

Enterprise Informatics Announces Results of Annual Shareholder Meeting

SAN DIEGO, CA, April 27, 2007 - Enterprise Informatics Inc., formerly Spescom Software Inc. (OTC BB: SPCO.OB), announced today that the Company’s shareholders have approved the following four proposals:

1)              Reelection of each of the Company’s six directors — Alan Kiraly, Michael Silverman, Ross Hamilton, Hilton Isaacman, Jim Myers and Larry Unruh.

2)              Approval of an amendment to the Company’s Articles of Incorporation to increase the authorized number of shares of the Company’s common stock from 100 million to 200 million.

3)              Adoption of the 2007 Stock Incentive Plan.

4)              Approval of an amendment to the Company’s Articles of Incorporation to change the Company’s legal name from Spescom Software Inc. to Enterprise Informatics Inc.

The Company expects to submit a request to the NASDAQ Stock Market in the near future to change its trading symbol on the OTC Bulletin Board from “SPCO.”  The Company will announce the new symbol once it is received.

Informatics is the science concerned with gathering, manipulating, storing, retrieving and classifying recorded information, and enterprise organizations are who the Company serves — thus the Company’s new name, Enterprise Informatics.

Along with the name change, the Company has established a new identity, refined its market position and clarified its market focus. The new identity and positioning for the Company can be viewed at www.enterpriseinformatics.com.

“Building on our market success and momentum in 2006, we enter 2007 with a commitment to improve our awareness and position in the market. To that end, we have made several key changes to our identity, branding and market positioning,” said Alan Kiraly, CEO of Enterprise Informatics. “We feel the new brand identity is better aligned with our mission and vision.”

Furthermore, the Company has aligned its positioning with recent research published by Gartner that defines the business case and processes associated with Enterprise Information Management (EIM). The Company’s core product line, eB, provides the necessary features, scalability and flexibility to model enterprise-wide information assets and associated business processes to realize the value of EIM.

About Enterprise Informatics
Enterprise Informatics provides a commercial information management solution, eB, which ensures the integrity of controlled information by uniquely managing its connectivity to all other relevant information — documents, records, physical assets, people, processes and projects. eB creates an ecosystem for the rapid access of accurate information in context that results in reducing the cost of meeting compliance and improving operational efficiency. Enterprise

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Informatics is a Microsoft Gold Partner and leverages Microsoft technology to meet stringent reliability and scalability requirements for highly regulated markets.

Key customers include Entergy, NuStart Energy, Constellation Energy, Continental Express, Ameren UE, City of Dayton, Lloyds Register of Shipping, City of Wilson, City of Lancaster, Northeast Utilities, Colorado Springs Utilities, Network Rail, Aker Kvaerner, City of Las Vegas, City of Winston Salem and Fayetteville Public Works Commission.

Cautionary Statement
Except for historical information contained herein, the matters set forth in this release include forward-looking statements that are dependent on certain risks and uncertainties, including such factors, among others, as market acceptance, market demand, pricing, changing regulatory environment, the effect of the company’s accounting policies, potential seasonality and other risk factors detailed in the company’s SEC filings.

Contact:
Enterprise Informatics Inc.
Alan Kiraly, CEO
John Low, CFO
Tel 858-625-3000

 

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