INFORMATION TO BE INCLUDED IN THE REPORT
Section 5 Corporate Governance and Management
Item 5.02
Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the annual and special meeting of shareholders held on December 30, 2011, the shareholders elected Tom Perovic and Ron Wages as new directors of the Company. Anton J. Drescher and Rowland Perkins were re-appointed as directors.
Tom Perovic, age 58, has over 30 years of experience in high technology management, from research and development to high-level and top development and executive positions in businesses including automotive (vision based real time driver assistance applications), electronics (embedded hardware, imaging/video processing based products), software (real time, streaming content - movie watermarking products for the entertainment industry, machine vision 2D signal processing algorithms, IP based video communications), PCB production/development equipment, professional video (TV broadcasting), Internet imaging, security video surveillance, contract manufacturing, material handling/logistics and production/distribution. He has been General Manager of Magna International Inc. since 2006, where he is responsible for restructuring since a takeover, P/L, development strategy, operational team building and leadership.
Ron Wages, age 47, is an innovative and results-driven corporate professional with an impressive 20 year record of success in delivering record profit growth in multiple markets worldwide. He is the founder and has been Chief Executive Officer of Vagues Solid State Lighting, a manufacturer of LED based lighting, since January 2009 As Chief Executive Officer, he developed the business strategy and full business plan including sales goals, market research, expense budgets and P&L plan. Previously, he was President and General Manager of MEMScAP Inc./JDS Uniphase, a public company in the semiconductors industry. He managed the day-to-day operations for sales, marketing, manufacturing, legal and finance. Mr. Wages has a B.S. in Electrical Engineering from the University of Maryland College Park and an MBA (Honours) from the University of Houston Executive MBA Program.
Effective as of the shareholders meeting Edwin Molina stepped down as Chief Executive Officer and a director of the Company and Rowland Perkins was appointed as President Chief Executive Officer, effective December 30, 2011.
Mr. Perkins, age 57, has been President and a director of eBackup Inc., of Calgary, Alberta, since 2001. He was previously Alberta Regional Manager of Securitinet Storage Solutions from 1999 to 2001. Mr. Perkins has served as a director of Corvus Gold, Inc. (KOR TSX) since August 2010 and as a director of Strikepoint Gold Inc. (SKP TSX.V) since September 2011.
There are no family relationships between the directors and officers. There are no material plans, contracts or arrangements with the directors and officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The Registrant completed the alteration of its share capital by way of a reverse stock split on a fifteen old for one new common share basis, reducing the Registrants authorized share capital from 500,000,000 common shares without par value to 33,333,333 common shares without par value (" reverse stock split "), and the issued and outstanding common shares from 191,596,371 to 12,773,091 common shares issued and outstanding; completed a subsequent alteration of the Registrants share capital by increasing its authorized capital from 33,333,333 common shares without par value to 500,000,000 common shares without par value; and changed its name from " USA Video Interactive Corporation " to " Oculus VisionTech Inc. " (collectively, the " Transaction ").
The shareholders of the Registrant approved the Transaction at the annual and special meeting of shareholders held December 30, 2011.
The purpose of the reverse stock split is to allow flexibility in the Registrants capital structure and financing plans in the future as a decreased number of issued shares may make the Registrant more attractive to prospective investors. The change of name provides a distinct new name for the consolidated shares of the Registrant.
Item 5.07
Submission of Matters to a Vote of Security Holders
At the annual and special meeting of shareholders held on December 30 th , 2011 the shareholders approved the following:
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Set number of directors at five |
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Voted for: |
48,755,243 |
Voted Against: |
1,045,107 |
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Appointment of Anton J. Drescher, Maurice Loverso, Rowland Perkins, Tom Perovic and Ron Wages as directors |
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Voted For |
48,216,811 |
Withhold Vote: |
1,605,878 |
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Appointment of Killman, Murrell & Company P.C. as auditor |
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Voted For |
48,811,050 |
Withhold Vote: |
1,531,900 |
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Adoption of the 2011 Stock Option Plan |
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Voted for: |
44,112,715 |
Voted Against: |
5,555,740 |
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A reverse stock split on a one for fifteen basis by consolidating all of the currently authorized share capital of 500,000,000 common shares, of which 191,596,371 common shares are issued and outstanding, into an authorized share capital of 33,333,333 common shares, of which 12,773,091 common shares will be issued and outstanding |
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Voted for: |
41,340,214 |
Voted Against: |
9,327,766 |
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A subsequent alteration of the share capital of the Company by increasing the authorized capital of the Company to 500,000,000 common shares |
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Voted for: |
43,008,815 |
Voted Against: |
5,187,942 |
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A change of name to “ Oculus VisionTech Inc. ” |
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Voted for: |
47,403,768 |
Voted Against: |
2,372,730 |
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1
Articles of Amendment to Articles of Incorporation dated January 10, 2012
Exhibit 99.2
Certificate of Name Change dated January 30, 2012
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.
OCULUS VISIONTECH INC.
Date : May 11, 2012
By :
/s/ Anton J. Drescher
Anton J. Drescher,
Corporate Secretary