UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 1, 2007 (February 14, 2007)
NOVINT TECHNOLOGIES, INC.
(Exact name of Registrant as specified in charter)
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Delaware
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000-51783
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85-0461778
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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4109 Bryan Avenue, NW
Albuquerque, New Mexico 87114
(Address of principal executive offices)
Registrants telephone number, including area code: (866) 298-4420
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 (see General Instruction
A.2 below).
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)).
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13(e)-4(c))
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Cautionary Note Regarding Forward Looking Statements
This Form 8-K and other reports filed by Registrant from time to time with the Securities
and Exchange Commission (collectively the Filings) contain or may contain forward looking
statements and information that are based upon beliefs of, and information currently available to,
Registrants management as well as estimates and assumptions made by Registrants management. When
used in the filings the words anticipate, believe, estimate, expect, future, intend,
plan or the negative of these terms and similar expressions as they relate to Registrant or
Registrants management identify forward looking statements. Such statements reflect the current
view of Registrant with respect to future events and are subject to risks, uncertainties,
assumptions and other factors relating to Registrants industry, Registrants operations and
results of operations and any businesses that may be acquired by Registrant. Should one or more of
these risks or uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed, estimated, expected,
intended or planned.
Although Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels of activity,
performance or achievements. Except as required by applicable law, including the securities laws of
the United States, Registrant does not intend to update any of the forward-looking statements to
conform these statements to actual results.
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Item 3.03
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MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS
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Reference is made to the disclosures set forth under Item 5.03 below of this Current Report
and Exhibit 3.5 hereto regarding the amendment of the Bylaws of Novint Technologies, Inc. (the
Registrant or Novint) approved by Novints Board of Directors, which disclosure is incorporated
under this Item 3.03 by reference.
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Item 5.03
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AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
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On February 14, 2007, Novints Board of Directors, by unanimous written consent, approved an
amendment to Article IV of Novints Bylaws, effective on February 14, 2007. The effect of the
amendment is to allow shareholders to approve corporate actions without a meeting, as permitted
under Delaware General Corporation Law Section 228, by written consent if a majority of the
shareholders entitled to vote with respect to the corporate action sign the written consent
approving such actions. Previously, the Bylaws provided that all of the shareholders entitled to
vote were required to sign the written consent for corporate action to be approved without a
meeting.
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Item 9.01
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FINANCIAL STATEMENT AND EXHIBITS.
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Exhibit
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Number
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Description
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3.5
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Amended Bylaws of Novint Technologies, Inc.
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[SIGNATURES PAGE FOLLOWS.]
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.
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Date: March 1, 2007
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NOVINT TECHNOLOGIES, INC.
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By:
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/s/ Tom Anderson
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Tom Anderson
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Chief Executive Officer
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Exhibit 3.5
AMENDED AND RESTATED BYLAWS
OF
NOVINT TECHNOLOGIES, INC.
I. SHAREHOLDERS
A. Meetings: The Annual Meeting of Shareholders will be held on the second Monday of April at
the time and place fixed by the Board. Special Meetings of Shareholders may be called by the
President, the Board, or the holders of one-tenth of the shares entitled to vote at the meeting,
and will be held at the time and place fixed by the person calling the Special Meeting, to each
Shareholder or record entitled to vote at the meeting. If the place of the meeting is not fixed,
the meeting will be held at the registered office of the Corporation.
B. Notice: Written Notice stating the time, place, and, if a Special Meeting, the purpose,
will be delivered not less than ten nor more than fifty days before the meeting date either
personally, by telecopy transmission, or by mail at the direction of the President, the Secretary,
or the persons calling the meeting. If mailed, a Notice is deemed delivered when deposited postage
prepaid in the United States mail addressed to the Shareholder at the address shown on the
Corporation transfer books.
C. Quorum Voting: A majority of the shares entitled to vote represented in person or by
proxy will constitute a quorum at a meeting of Shareholders. A quorum once attained continues until
adjournment despite voluntary withdrawal of enough shares to leave less than a quorum. If a quorum
is present, the affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on the subject matter will be the act of the Shareholders unless the vote of a
greater number or class voting is required by the Business Corporation Act.
II. DIRECTORS
A. Number, Tenure, Qualification, Election: The Board will consist of one or more Directors
who will be elected annually by the Shareholders at their Annual Meeting to serve until their
successors have been elected and qualified. A Director need not be a Shareholder or a New Mexico
resident. A Director may be removed at any time with or without cause by the Shareholders, or may
resign. Vacancies may be filled by a majority of the remaining Directors though less than a quorum.
Newly created directorships may be filled by the Directors for a term of office continuing only
until the next election of Directors by the Shareholders.
B. Meetings: An Annual Meeting of the Board will be held without notice immediately following
the Shareholders Annual Meeting. Special Meetings of the Board may be called by any Director or
Officer, and will be held at the time and place fixed by the person calling the Special Meeting.
Written Notice stating the time, place and purpose of the Special Meeting will be delivered either
personally, by mail, or by telecopy transmission at the direction of the person calling the
meeting, to each Director at least 24 hours before the Special Meeting
time. If mailed, a Notice is deemed delivered when deposited, postage or charges prepaid, in
the United States mail.
C. Quorum Action: A majority of the number of Directors then in office will constitute a
quorum at Board Meetings. A quorum once attained continues until adjournment despite voluntary
withdrawal of enough Directors to leave less than a quorum. The act of a majority of Directors
present at a meeting at which a quorum is present will be the act of the Board. The Directors will
manage the business and affairs of the Corporation, and may act only as a Board with each Director
having one vote. The Board of Directors, by resolution adopted by the majority of the full Board,
may designate from among its members one or more committees each of which will have and may
exercise all the authority of the Board to the extent provided by law.
III. OFFICERS
A. Number, Tenure, Qualification and Election: The officers of the Corporation will be a
President, Vice President, Secretary and Treasurer, and such other officers as the Board may
decide, who will be elected annually by the Board at its Annual Meeting to serve until their
successors are elected and qualified. Officers need not be Shareholders, Directors, or New Mexico
residents. An officer may be removed with or without cause by the Board, or may resign. Vacancies
and newly created offices will be filled by the Board. One person may hold more than one office,
but no person may be both President and Secretary. Officers will perform the duties, and will have
the power and authority, assigned by the Board, incident to the office, and provided in these
Bylaws.
B. President and Vice President: The President, or the Vice President during the absence,
disability, or failure to act of the President, will be the chief executive officer of the
Corporation, will preside at all Corporation meetings, and when authorized will execute and deliver
documents in the name of the Corporation.
C. Secretary and Assistants: The Secretary, or any Assistant Secretary during the absence,
disability, or failure to act of the Secretary, will keep and have custody of, the record of
Shareholders, the stock transfer books, and the minutes of the proceedings of the Shareholders and
Directors; will give all Notices required; and when authorized, will execute, attest, seal and
deliver documents of the Corporation.
D. Treasurer and Assistants: The Treasurer, or any Assistant Treasurer during the absence,
disability, or failure to act of the Treasurer, will be custodian of the property of, and will be
responsible for keeping, correct and complete books and records of account for, the Corporation.
IV. ACTION WITHOUT A MEETING
Any action required or permitted to be taken at a meeting of Shareholders or Directors may be
taken without a meeting if a consent in writing setting forth the action so taken is signed
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by all of the Shareholders entitled to vote with respect to the subject matter thereof, or by
all the Directors, as the case may be.
V. WAIVER OF NOTICE
Whenever any notice is required to be given to any Shareholder or Director, a waiver thereof
in writing signed by the person entitled to the notice is equivalent to the giving of the notice.
The attendance of a Shareholder, in person or by proxy, or of a Director, at a meeting constitutes
a waiver of notice of the meeting except when attendance is for the sole purpose of objecting
because the meeting is not lawfully called or convened.
VI. SEAL
The Board may adopt a corporate seal which the Corporation may use by impressing or affixing
it or a facsimile thereof, but the failure to have or affix a corporate seal does not affect the
validity of any instrument or any action taken in reliance thereon or in pursuance thereof.
VII. SHARE CERTIFICATES AND TRANSFER
The board will adopt a form of certificate to represent the shares of the Corporation. Each
Shareholder is entitled to a certificate, signed by the President or Vice President, and the
Secretary or an Assistant Secretary, and representing the number of full and fractional fully-paid
shares owned by the Shareholder. Share transfer and issuance will be done by the Secretary, or the
designee thereof, in the manner provided by the Business Corporation Act and Uniform Commercial
Code of New Mexico. The name and address of the Shareholder to whom the certificate is issued, the
number and class of shares represented, and the date of original issue or the date of transfer and
from whom such shares are transferred will be entered on the record of Shareholders of the
Corporation. The person or entity in whose name shares stand on the record of Shareholders of the
Corporation will be the Shareholder and will be deemed by the Corporation to be the owner of the
shares for all purposes whether or not the Corporation has other knowledge. Shares will be
transferred only on the stock transfer books of the Corporation.
VIII. MONETARY MATTERS
A. Funds and Borrowing: The depository for corporate funds, the persons entitled to draw these
funds, the persons entitled to borrow on behalf of the Corporation, and the manner of accomplishing
these matters will be determined by the Board.
B. Compensation: The Compensation for Directors and Officers will be established by the Board.
Compensation of employees will be established by the President, subject to review by the Board.
C. Fiscal Year: The fiscal year of the Corporation will end on such date as may be approved or
established by the Board.
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IX. INTERESTED PARTIES
No transaction of the Corporation will be affected because a Shareholder, Director, Officer or
Employee of the Corporation is interested in the transaction. Such interested parties will be
counted for quorum purposes and may vote when the Corporation considers the transaction. Such
interested parties will not be liable to the Corporation for the partys profits, or the
Corporations losses, from the transaction.
X. INDEMNIFICATION
The Corporation will indemnify and defend each of its Officers, Directors and employees, to
the full extent permitted by law, against all claims and actions against any such person by reason
of the fact that the person is or was an Officer, Director or employee of the Corporation.
XI. AMENDMENTS
These Bylaws may be altered, amended, or repealed by the Board unless the power to do so is
reserved to the Shareholders by the Articles of Incorporation.
XII. SECRETARYS CERTIFICATE
I certify the foregoing to be a true copy of the Bylaws duly adopted by the Corporation on
April 10, 1999.
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/s/ K. A. Anderson
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SECRETARY
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NOVINT TECHNOLOGIES, INC.
AMENDED BYLAWS
AMENDMENT NO. 1
The undersigned, Tom Anderson, the duly elected and acting President of Novint Technologies,
Inc., a Delaware corporation (the Corporation), does hereby certify that on February 14, 2007,
the Board of Directors of the Corporation approved the following changes to the Corporations
Bylaws (the Bylaws):
Article IV of the Bylaws is hereby amended to read in its entirety:
ARTICLE IV
ACTION WITHOUT A MEETING
A.
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ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required or permitted to
be taken at a meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by a
majority of the shareholders entitled to vote with respect to the subject matter
thereof, provided that if any greater proportion and voting power is required for
such action, then such greater proportion of written consents shall be required.
Whenever action is taken by written consent, a meeting of shareholders need not be
called or notice given. The written consent may be signed in counterparts,
including, without limitation, facsimile counterparts, and shall be filed with the
minutes of the proceedings of the shareholders.
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B.
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ACTION BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be
taken at a meeting of directors may be taken without a meeting if a consent in
writing setting forth the action so taken is signed by all of the directors. The
written consent may be signed in counterparts, including, without limitation,
facsimile counterparts, and shall be filed with the minutes of the proceedings of
the directors.
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C.
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Wherefore, I have set my hand this 14th day of February 2007.
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Tom Anderson
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/s/ Tom Anderson
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President
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