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: September 14, 2007
Golden
Eagle International, Inc.
(Name
of
small business issuer as specified in its charter)
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Colorado
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0-23726
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84-1116515
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State
of
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Commission
File
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IRS
Employer
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Incorporation
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Number
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Identification
No.
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9661
South 700 East, Salt Lake City, Utah 84070
Address
of principal executive offices
801-619-9320
Telephone
number, including
Area
code
Not
applicable
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:
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o
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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 CFR
240.14a-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
240.13e-4(c))
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Item
5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
September 14, 2007, at a special meeting of shareholders held in Salt Lake
City,
Utah the Company’s shareholders approved an amendment to our Articles of
Incorporation to increase the Company’s authorized common stock from 800,000,000
shares to 2,000,000,000 shares. On September 18, 2007 we filed Articles of
Amendment to our Articles of Incorporation increasing our authorized common
stock with the Colorado Secretary of State, which amendment became effective
immediately. A copy of the Articles of Amendment is attached hereto as Exhibit
3.1. The amendment does not affect the number of authorized shares of preferred
stock and was disclosed in our proxy statement for that meeting.
Item
8.01 - Other Events
At
the
September 14, 2007 special meeting of shareholders, two proposals were submitted
to the shareholders for approval as set forth in our definitive proxy statement
dated August 10, 2007:
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1.
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An
amendment to our Articles of Incorporation to increase the number
of
shares of common stock we are authorized to issue from eight hundred
million (800,000,000) shares to two billion (2,000,000,000) shares
(as
described in Item 5.03, above).
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2.
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To
ratify the appointment of Chisholm, Bierwolf & Nilson as our
Independent Registered Public Accounting Firm for the fiscal year
ending
December 31, 2006.
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There
was
no solicitation contrary to Golden Eagle International’s proxy
statement.
As
of the
record date, August 2, 2007, there were 789,999,990 shares of our common
stock
issued and outstanding, and 3,425,963 shares of our Series B Contingent
Convertible Preferred Stock issued and outstanding. The holders of record
of
437,162,924 shares of Common Stock were present in person or represented
by
proxy at the meeting. Additionally, the holders of record of shares of Series
B
Contingent Convertible Preferred Stock entitled to 3,314,918 were present
in
person or represented by proxy at the meeting, which constituted a quorum.
(Each
share of the Series B Contingent Convertible Preferred Stock is entitled
to 250
votes, and are further entitled to vote with the common stock on all matters
presented for shareholder approval.) The votes present at the meeting
represented approximately 77% of the votes attributable to shares of voting
stock outstanding and entitled to vote at the meeting.
At
the
meeting, the shareholders approved both proposals, with the votes being cast
as
follows:
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For
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Against
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Abstain
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Amendment
to Increase Authorized Capital
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1,185,524,537
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58,001,942
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22,366,165
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Ratification
of Chisholm, Bierwolf & Nilson for the year ended December 31,
2006
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1,231,609,483
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9,032,430
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25,250,731
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Item
9.01
Financial
Statements and Exhibits
(a)
Not
applicable.
(b)
Not
applicable.
(c)
Not
applicable.
(d)
Exhibits
3.1
Articles
of Amendment filed with the Colorado Secretary of State on September 18,
2007.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly
authorized, on the 19
th
day of
September, 2007.
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Golden
Eagle International, Inc.
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By:
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/s/
Terry C. Turner
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Terry
C. Turner,
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President
and Chief Executive Officer
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