SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 6, 2006
CARDINAL COMMUNICATIONS, INC.
(Exact name of registrant as specified in Charter)
Nevada | | 1-15383 | | 91-2117796 |
(State or other jurisdiction of incorporation or organization) | | (Commission File No.) | | (IRS Employee Identification No.) |
390 Interlocken Crescent, Suite 900
Broomfield, Colorado 80021
(Address of Principal Executive Offices)
303-285-5379
(Issuer Telephone number)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
This Form 8-K and other reports filed by Cardinal Communications, Inc. (the "Registrant" or the “Company”) from time to time with the Securities and Exchange Commission (collectively the "Filings") contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant's management as well as estimates and assumptions made by the Registrant's management. When used in the Filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative if these terms and similar expressions as they relate to the Registrant or the Registrant's management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant's industry, operations and results of operations and any businesses that may be acquired by the 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.
Item 8.01 Other Events
Annual Meeting of the Shareholders
On June 6, 2006 Cardinal Communications, Inc. (the “Company”) held its Annual Meeting of the Shareholders. The number of issued and outstanding shares of the Common Stock of Cardinal Communications, Inc. as of May 12, 2006, the record date established by the Board of Directors for determining shareholder eligibility to vote at the meeting, was 445,328,774; the number of issued and outstanding shares of the Series A Preferred Stock of Cardinal Communications, Inc. eligible to vote at the meeting, was 8,750; and the number of issued and outstanding shares of the Series B Preferred Stock of Cardinal Communications, Inc. eligible to vote at the meeting, was 350,000.
Each of the common shares voting at the meeting was entitled to one vote. Each of the Series A preferred shares voting at the meeting was entitled to 2000 votes. Each of the Series B preferred shares voting at the meeting was entitled to 100 votes. There were represented personally or by proxy at the meeting stockholders holding an aggregate of 269,741,333 shares of the Common Stock of Cardinal Communications, Inc., representing 61% percent of the total shares eligible to vote; 8,750 shares of the Series A Preferred Stock of Cardinal Communications, Inc., representing 100% percent of the total Series A shares eligible to vote; and 350,000 shares of the Series B Preferred Stock of Cardinal Communications, Inc., representing 100% percent of the total Series B shares eligible to vote.
During the meeting the following items were approved:
(1) ELECTION OF EIGHT DIRECTORS. Ed Garneau, Richard E. Wilson, Jeffrey Fiebig, Byron Young, Joseph M. Durnford, Robert T. Hale, Robert R. Searls and Kerry D. Briggs elected to serve as directors of the Company until our next annual meeting of the shareholders, or until their respective successors are elected and qualified. There are no other directors on our Board of Directors.
(2) RATIFICATION AND APPROVAL OF AUDITORS. The selection of AJ. Robbins, PC as the Company’s independent auditors for the fiscal years ending December 31, 2006 was ratified.
(3) APPROVAL OF REVERSE COMMON STOCK SPLIT. Our Board of Directors has been given the discretionary authority, prior to the next annual meeting of the shareholders, if the Board deems it in the best interest of the Shareholders, to amend our Articles of Incorporation to effect a reverse stock split of one of the following amounts: i) one share of common stock for five shares of common stock; ii) one share of common stock for ten shares of common stock, iii) one share of common stock for twenty shares of common stock or iv) one share of common stock for thirty shares of common stock.
(4) APPROVAL OF FORWARD COMMON STOCK SPLIT. Our Board of Directors has discretionary authority, prior to the next annual meeting of shareholders, if the Board deems it in the best interest of the Shareholders, to amend our Articles of Incorporation to effect a forward stock split of two common shares of common stock for each one share of common stock.
Votes of the common stockholders received and tabulated at the meeting were as follows:
Proposal 1. The number of shares cast for, against and withheld with respect to the nominees for election to the Board of Directors to serve until the Annual Meeting of Stockholders to be held in the year 2006 and until his successor shall be elected and qualified was as follows:
| | | FOR | | ABSTAIN | | AGAINST |
| | | | | | | |
| Edouard Garneau | | 267,401,115 | | 2,286,792 | | 53,426 |
| | | | | | | |
| Richard Wilson | | 267,395,961 | | 45,860 | | 2,299,512 |
| | | | | | | |
| Jeffrey Fiebig | | 266,760,961 | | 40,692 | | 2,939,680 |
| | | | | | | |
| Byron Young | | 269,637,215 | | 50,692 | | 53,426 |
| | | | | | | |
| Joseph M. Durnford | | 269,531,059 | | 195,860 | | 14,414 |
| | | | | | | |
| Robert T. Hale | | 266,657,559 | | 830,860 | | 2,252,914 |
| | | | | | | |
| Robert R. Searls | | 268,911,229 | | 200,692 | | 629,412 |
| | | | | | | |
| Kerry D. Briggs | | 268,911,229 | | 825,692 | | 4,412 |
For the purposes of tabulating votes, directors are elected by a plurality of votes. Abstentions and negative votes had no effect.
Proposal 2. The number of shares cast for, against and withheld with respect to confirmation of A.J. Robbins, P.C., as the Company’s auditors was as follows:
FOR | | ABSTAIN | | AGAINST |
| | | | |
| 269,736,239 | | 692 | | 4,402 |
Proposal 3. The number of shares cast for, against and withheld with respect to approval of authority to the Board of Directors to implement a reverse stock split was as follows:
FOR | | ABSTAIN | | AGAINST |
| | | | |
| 259,454,613 | | 500,034 | | 9,786,686 |
Proposal 4. The number of shares cast for, against and withheld with respect to approval of authority to the Board of Directors to implement a forward stock split was as follows:
FOR | | ABSTAIN | | AGAINST |
| | | | |
| 206,383,263 | | 500,230 | | 62,857,840 |
Votes of the Series A Preferred Stockholders received and tabulated at the meeting were as follows:
Proposal 1. The number of shares cast for, against and withheld with respect to the nominees for election to the Board of Directors to serve until the Annual Meeting of Stockholders to be held in the year 2006 and until his successor shall be elected and qualified was as follows:
| | | FOR | | ABSTAIN | | AGAINST |
| | | | | | |
| Edouard Garneau | | | | 8,750 | | |
| Richard Wilson | | | | 8,750 | | |
| Jeffrey Fiebig | | | | 8,750 | | |
| Byron Young | | | | 8,750 | | |
| Joseph M. Durnford | | | | 8,750 | | |
| Robert T. Hale | | | | 8,750 | | |
| Robert R. Searls | | | | 8,750 | | |
| Kerry D. Briggs | | | | 8,750 | | |
For the purposes of tabulating votes, directors are elected by a plurality of votes. Abstentions and negative votes had no effect.
Proposal 2. The number of shares cast for, against and withheld with respect to confirmation of A.J. Robbins, P.C., as the Company’s auditors was as follows:
FOR | | ABSTAIN | | AGAINST |
| | | | |
| | 8,750 | | |
Proposal 3. The number of shares cast for, against and withheld with respect to approval of authority to the Board of Directors to implement a reverse stock split was as follows:
FOR | | ABSTAIN | | AGAINST |
| | | | |
| | 8,750 | | |
Proposal 4. The number of shares cast for, against and withheld with respect to approval of authority to the Board of Directors to implement a forward stock split was as follows:
FOR | | ABSTAIN | | AGAINST |
| | | | |
| | 8,750 | | |
Votes of the Series B Preferred Stockholders received and tabulated at the meeting were as follows:
Proposal 1. The number of shares cast for, against and withheld with respect to the nominees for election to the Board of Directors to serve until the Annual Meeting of Stockholders to be held in the year 2006 and until his successor shall be elected and qualified was as follows:
| | | FOR | | ABSTAIN | | AGAINST |
| | | | | | | |
| Edouard Garneau | | 350,000 | | | | |
| Richard Wilson | | 350,000 | | | | |
| Jeffrey Fiebig | | 350,000 | | | | |
| Byron Young | | 350,000 | | | | |
| Joseph M. Durnford | | 350,000 | | | | |
| Robert T. Hale | | 350,000 | | | | |
| Robert R. Searls | | 350,000 | | | | |
| Kerry D. Briggs | | 350,000 | | | | |
Proposal 2. The number of shares cast for, against and withheld with respect to confirmation of A.J. Robbins, P.C., as the Company’s auditors was as follows:
FOR | | ABSTAIN | | AGAINST |
| | | | |
| 350,000 | | | | |
Proposal 3. The number of shares cast for, against and withheld with respect to approval of authority to the Board of Directors to implement a reverse stock split was as follows:
FOR | | ABSTAIN | | AGAINST |
| | | | |
| 350,000 | | | | |
Proposal 4. The number of shares cast for, against and withheld with respect to approval of authority to the Board of Directors to implement a forward stock split was as follows:
FOR | | ABSTAIN | | AGAINST |
| | | | |
| 252,780 | | | | 97,220 |
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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| | Cardinal Communications, Inc. |
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| Date: June 12, 2006 | By: | /s/ Ronald S. Bass |
| |
Ronald S. Bass |
| | Principal Accounting Officer |
