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 1, 2004
Delta Mutual, Inc.
(Exact name of registrant as specified in charter)
Delaware 000-30563
(State or other jurisdiction (Commission File Number)
of incorporation)
111 North Branch Street, Sellersville, Pennsylvania 18960
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(Address of principalexecutive offices) (Zip Code)
Registrant's telephonenumber, including area code: (215) 258-2800
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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):
{ } 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))
Section 3--Securities and Trading Markets
Item 3.02. Unregistered Sales of Equity Securities
(a) The following table sets forth the sales of unregistered securities since the Company's last report filed under this item or its last periodic report.
Principal Total Offering Price/
Date Title and Amount Purchaser Underwriter Underwriting Discounts
---- ---------------- --------- ----------- ----------------------
Jul 16, 2004 Term sheet for convertible Private Investor NA $.05/NA
note due January 16, 2007
in the principal amount of
$37,500, convertible into
750,000 shares of common
stock
Aug 18, 2004 50,000 shares of common Private Investor NA $.125/NA
Stock
Aug 18, 2004 250,000 shares of common Consultant NA $.125/NA
stock
Aug 30, 2004 100,000 shares of common Private Investor NA $.125/NA
stock
Aug 31, 2004 200,000 shares of common Private Investor NA $.125/NA
Stock
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Section 5--Corporate Governance and Management
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 1, 2004, the Company filed with the Secretary of State of the State of Delaware an Amendment to its Certificate of Incorporation that increased the number of shares of Common Stock that the Company is authorized to issue from 20,000,000 shares, par value $.0001 per share, to 100,000,000 shares, par value $.0001 per share. The Amendment was approved by the stockholders of the Company at its Annual Meeting of Stockholders, held on August 30, 2004. At the Annual Meeting, the Company's nominee, Peter F. Russo, was elected as sole director of the Company, and the 2004 Stock Option Plan was approved; however, the proposal to authorize a new class of Preferred Stock was not approved.
Section 9--Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
No. Description of Exhibit
3.1a Amendment to Certificate of Incorporation, filed September 1, 2004
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Delta Mutual, Inc.
Date: September 3, 2004
By: /s/ Peter F. Russo
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Peter F. Russo,
President and Chief Executive Officer
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Exhibit 3.1a
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
DELTA MUTUAL, INC.
Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Delta Mutual, Inc. (the "corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That the Board of Directors of the corporation on June 14, 2004, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the corporation:
RESOLVED, that the Board of Directors declares advisable, and recommends to the stockholders for adoption, the following amended Fourth Article to replace, in its entirety, the Fourth Article of the corporation's Certificate of Incorporation:
FOURTH: The total number of shares of stock which the corporation shall have authority to issue is One Hundred Million (100,000,000) shares of Common Stock, having a par value each of One-hundredth of One Cent ($0.0001) per share.
SECOND: That the amendment was fully approved and adopted by the affirmative vote of the majority of outstanding shares of Common Stock at the Annual Meeting of Stockholders held on August 30, 2004, in accordance with the provisions of Sections 211 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment of Certificate of Incorporation to be signed by its President and attested to by its Secretary this 1st day of September, 2004.
Delta Mutual, Inc.
By: /s/ Peter F. Russo
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President
ATTEST:
/s/ Martin G. Chilek
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Assistant Secretary
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