-----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, EBL+EfPqZcGJpnAb1OjMlXNYrHP/WEgabFm3IuSFsNfn3niYt7KyxRikYJljIZed itv7jAwWIWsQhvWz+pvg5g== 0000889297-97-000015.txt : 19970501 0000889297-97-000015.hdr.sgml : 19970501 ACCESSION NUMBER: 0000889297-97-000015 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970411 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRIDGESTONE CORP CENTRAL INDEX KEY: 0000859914 STANDARD INDUSTRIAL CLASSIFICATION: 6770 IRS NUMBER: 841130227 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-29138 FILM NUMBER: 97579012 BUSINESS ADDRESS: STREET 1: 10639 ROSELLE STREET STREET 2: SUITE B CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 619-552-0001 MAIL ADDRESS: STREET 1: 303 EAST 17TH AVE STREET 2: STE 800 CITY: DENVER STATE: CO ZIP: 80203 8-A12B 1 INTELLECTUAL TECHNOLOGY, INC. As filed with the Securities and Exchange Commission on April 11, 1997 Registration No. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 _________________ INTELLECTUAL TECHNOLOGY, INC. (Exact name of registrant as specified in its Charter) Delaware 84-1130227 (State of Incorporation) (I.R.S. Employee Identification No.) 10639 Roselle Street, Suite 6 San Diego, California 92121 (Address of principal executive offices) _________________ Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on which to be Registered Each Class is to be Registered N/A N/A If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instructions A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $.00001 par value (Title of Class) Class A Common Stock Purchase Warrants (Title of Class) Class B Common Stock Purchase Warrants (Title of Class) INFORMATION REQUIRED IN REGISTRATION Item 1. Description of Registrant's Securities to be Registered The information required in this item is incorporated by reference to the Registrant's Registration Statement on Form S-18 (Registration No. 33-33092-D), effective April 17, 1990. Item 2. Exhibits The following exhibits are filed as part of this Registration Statement: (a) Certificate of Incorporation, incorporated by reference to Registration Statement No. 33-33092-D, effective April 17, 1990. (b) Amendment to Certificate of Incorporation, dated as of ________________. (c) Bylaws, incorporated by reference to Registration Statement No. 33-33092-D, effective April 17, 1990. (d) Specimen Stock Certificate, incorporated by reference to Registration Statement No. 33-33092-D, effective April 17, 1990. (e) Specimen Class A Warrant Certificate, incorporated by reference to Registration Statement No. 33-33092-D, effective April 17, 1990. (f) Specimen Class B Warrant Certificate, incorporated by reference to Registration Statement No. 33-33092-D, effective April 17, 1990. (g) Unit Warrant Agreement, incorporated by reference to Registration Statement No. 33-33092-D, effective April 17, 1990. (h) Rights of Stockholders (included in (a), (b), (d), (e) and (f), above). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: April 10, 1997 INTELLECTUAL TECHNOLOGY, INC. By: /s/ ----------------------------------- EX-3.(I) 2 EXHIBIT 3.1 - ARTICLES OF INCORPORATION CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF BRIDGESTONE CORP. (A Delaware Corporation) The undersigned, being the President of Bridgestone Corp., a Delaware corporation (the "Corporation"), and being duly authorized to act on behalf of the Corporation, does hereby adopt and file this Certificate of Amendment to the Certificate of Incorporation of the Corporation pursuant to Sections 103 and 242 o the General Corporation Law of Delaware, and for such purposes certifies that: FIRST: The name of the Corporation is Bridgestone Corp. SECOND: The paragraphs presented below correctly set forth amendments to the Certificate of Incorporation of the Corporation, and were adopted by vote of the stockholders of the Corporation sufficient for approval on March 21, 1997, in the manner prescribed by the General Corporation Law of Delaware. 4. Article I of the Certificate of Incorporation of the Corporation is amended to read in its entirety as follows: Article I NAME AND DURATION The name of this corporation is Intellectual Technology, Inc. (the "Company"). It shall have perpetual existence. 5. Article 5.05 of the Certificate of Incorporation of the Corporation is amended to read in its entirety as follows: 5.05. Amendment of Stockholder Rights -- Combination of Outstanding Shares. In accordance with Section 242(a) of the General Corporation Law, a one-for-fifty reverse stock split is declared with respect to all of the shares of Common Stock issued and outstanding at the close of business on March 21, 1997 (the "Effective Time"), so that every fifty shares of Common Stock, par value $0.00001 per share, outstanding at the Effective Time are combined into one share of Common Stock, par value $0.00001 per share, with the stated capital of the Corporation being adjusted accordingly. 3. Articles 5.01 of the Certificate of Incorporation of the Corporation is amended to read in its entirety as follows: 5.01 Authorized Shares. The aggregate number of shares which the Company shall have authority to issue is Twenty-One Million (21,000,000). Twenty Million (20,000,000) shares shall be designated "Common Stock" and shall have a par value of $0.00001 per share. One Million (1,000,000) shares shall be designated "Preferred Stock" and shall have a par value of $0.00001 per share. All shares of the Company shall be issued for such consideration, expressed in dollars, as the Board of Directors may, from time to time, determine. IN WITNESS WHEREOF, the undersigned has signed this Certificate of Amendment on the twenty-fourth day of March, 1997 /s/Walter G. Fuller ----------------------------------- Walter G. Fuller, President STATE OF INDIANA ) ) ss. COUNTY OF DE KALB ) I, the undersigned, a notary public, being authorized by the laws of the State of Indiana to take acknowledgements of deeds, hereby certify that on the twenty-fourth day of March, 1997, the above named person personally appeared before me and, being by me first duly sworn, declared that he is the person who signed the foregoing Certificate of Amendment to the Certificate of Incorporation as President, that such Certificate of Amendment is the act and deed of Bridgestone Corp., a Delaware corporation, and that the statements therein contained are true. WITNESS my hand and official seal. (SEAL) --------------------------------------- Notary Public My Commission Expires: 10/17/97 - - ------------------------ -----END PRIVACY-ENHANCED MESSAGE-----