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 (Date of earliest event reported): January 26, 2000
JONES INTERNATIONAL NETWORKS, LTD.
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(Exact name of registrant as specified in its charter)
COLORADO 333-62077 84-1470911
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(State of Organization) (Commission File No.) (IRS Employer
Identification No.)
9697 E. Mineral Avenue, Englewood, CO 80112
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(Address of principal executive office and Zip Code)
Registrant's telephone number, including area code (303) 792-3111
Item 5. OTHER EVENTS.
On January 26, 2000, Jones International Networks, Ltd. (the
"Company"), held a Special Meeting of Shareholders. Three separate proposals
were presented to the shareholders for their approval and all three proposals
were passed.
The shareholders approved that the Company's Articles of
Incorporation be amended as follows: (i) to increase the number of authorized
shares of Class A Common Stock from 50,000,000 shares to 100,000,000 shares
and to increase the number of authorized shares of Class B Common Stock from
1,785,120 shares to 2,231,400 shares and (ii) to delete the second sentence
in Paragraph 7.2(a) in its entirety and substitute the following in its
place: "The Board of Directors of the Corporation may declare a dividend
payable solely in Class A Shares to holders of both Class A Shares and Class
B Shares."
The increase in the number of authorized shares of Class A Common
Stock and Class B Common is in part to accommodate the 5 for 4 forward stock
split that was approved by the Board of Directors of the Company on December
21, 1999, and to give the Company more flexibility for the foreseeable future
to issue shares of Class A Common Stock without the need to seek approval of
the shareholders to increase the number of authorized shares of such class.
The sentence regarding the use of Class B Shares for stock dividends was
deleted because there are no available authorized shares of Class B to use as
a stock dividend (because the authorized shares of Class B are equal to the
issued and outstanding shares of Class B).
The shareholders also approved a proposal that the aggregate number
of shares of Class A Common Stock that may be made subject to stock options
under the Company's 1998 Stock Option Plan be increased from 400,000 shares
to 1,750,000 shares.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
3.1 Amended and Restated Articles of Incorporation of the
Company.
10.1 Amendment No. 1 to the Company's 1998 Stock Option
Plan.
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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.
JONES INTERNATIONAL NETWORKS, LTD.
Dated: January 28, 2000 By: /s/ Jay B. Lewis
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Jay B. Lewis
Group Vice President
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