SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
March 3, 2000
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EIEIHOME.COM INC.
(Exact name of registrant as specified in its charter)
Delaware 1-15627 042451506
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation) identification no.)
67 Wall Street, Suite 2411 10005
New York, New York
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212`) 344-0351
HyComp, Inc.
(Former Name if Changed Since Last Report)
Item 5. Other Events.
At a Special Meeting of Shareholders of HyComp, Inc., a
company originally incorporated under the laws of the Commonwealth of
Massachusetts (the "Company"), held on February 29, 2000 (the "Special
Meeting"), the Company's shareholders approved a proposal to reincorporate the
Company under the laws of Delaware (the "Reincorporation") through an Agreement
and Plan of Merger between the Registrant and its wholly-owned subsidiary,
eieiHome.com Inc., a Delaware corporation (the "Merger Sub"). Over two thirds of
the holders of common stock of the Company entitled to notice of and to vote at
the Special Meeting voted in favor of the Reincorporation. The Reincorporation
was effective as of March 3, 2000. Accordingly, the Company is now a Delaware
corporation named eieiHome.com Inc.
By approving the Reincorporation, the shareholders also
effectively approved the increase in the number of authorized shares of common
stock of the Company from 20,000,000 to 75,000,000, the change of the par value
of the common stock from $0.01 to $0.001, and the adoption of the 2000 Stock
Option Plan in the form attached to the proxy statement. The Company's five
directors remained the same.
Shares of the Company's common stock are currently being
quoted on the National Quotation Bureau LLC "pink sheets". On March 6, 2000, the
Company's name for quotation on the "pink sheets" was officially changed from
HyComp, Inc. to eieiHome.com Inc. and its trading symbol was changed from "HYCP"
to "EIEI".
Until December 15, 1999, shares of the Company's common stock
were quoted on the NASD OTC Bulletin Board. The Company anticipates that an
application will be filed with the NASD to restore the Company's status on the
Bulletin Board shortly.
The Company issued a press release on February 29, 2000
concerning the shareholders' approval of the Reincorporation, a copy of which is
set forth as Exhibit 99.3 to this Current Report on Form 8-K, and which is
incorporated herein by reference with respect to the matters described therein.
The Company and the Merger Sub executed the Agreement and Plan
of Merger dated as of February 29, 2000 set forth as Exhibit 2.1 to this Current
Report on Form 8-K, which is incorporated herein by reference with respect to
the matters described therein and to the additional exhibits included therewith.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 2.1 Agreement and Plan Merger dated as of February 29, 2000 by and
between the Company and eieiHome.com Inc., a Delaware corporation
(filed as Appendix A to Exhibit 99.1 to the Company's
Registration Statement on Form 10-SB, No. 1-15627 on February 17,
2000) and hereby incorporated by reference and made a part of
this report with the same effect as if filed herewith.
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Exhibit 3.1 Certificate of Incorporation of the Company (filed as Appendix B
to Exhibit 99.1 to the Company's Registration Statement on Form
10-SB, No. 1-15627 on February 17, 2000) and hereby incorporated
by reference and made a part of this report with the same effect
as if filed herewith.
Exhibit 3.2 By-Laws of the Company (filed as Appendix C to Exhibit 99.1 to
the Company's Registration Statement on Form 10-SB, No. 1-15627
on February 17, 2000) and hereby incorporated by reference and
made a part of this report with the same effect as if filed
herewith.
Exhibit 99.1 Proxy Statement, dated February 7, 2000, in respect of the
Special Meeting of Stockholders of the Company (filed as Exhibit
99.1 to the Company's Registration Statement on Form 10-SB, No.
1-15627 on February 17, 2000) and hereby incorporated by
reference and made a part of this report with the same effect as
if filed herewith.
Exhibit 99.2 2000 Stock Option Plan of eieiHome.com Inc. (filed as Appendix D
to Exhibit 99.1 to the Company's Registration Statement on Form
10-SB, No. 1-15627 on February 17, 2000) and hereby incorporated
by reference and made a part of this report with the same effect
as if filed herewith.
Exhibit 99.3 Press Release issued by the Company on February 29, 2000 to
announce the Shareholders' Approval of the Proposed Name Change
and Related Matters.
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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.
EIEIHOME.COM INC.
(Registrant)
Date: March 6, 2000 By: /s/ Angelo G. MacDonald
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Name: Angelo G. MacDonald
Title: President and Chief
Executive Officer
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INDEX
Exhibit No. Description
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Exhibit 2.1 Agreement and Plan Merger dated as of February 29, 2000 by and
between the Company and eieiHome.com Inc., a Delaware corporation
(filed as Appendix A to Exhibit 99.1 to the Company's
Registration Statement on Form 10-SB, No. 1-15627 on February 17,
2000) and hereby incorporated by reference and made a part of
this report with the same effect as if filed herewith.
Exhibit 3.1 Certificate of Incorporation of the Company (filed as Appendix B
to Exhibit 99.1 to the Company's Registration Statement on Form
10-SB, No. 1-15627 on February 17, 2000) and hereby incorporated
by reference and made a part of this report with the same effect
as if filed herewith.
Exhibit 3.2 By-Laws of the Company (filed as Appendix C to Exhibit 99.1 to
the Company's Registration Statement on Form 10-SB, No. 1-15627
on February 17, 2000) and hereby incorporated by reference and
made a part of this report with the same effect as if filed
herewith.
Exhibit 99.1 Proxy Statement, dated February 7, 2000, in respect of the
Special Meeting of Stockholders of the Company (filed as Exhibit
99.1 to the Company's Registration Statement on Form 10-SB, No.
1-15627 on February 17, 2000) and hereby incorporated by
reference and made a part of this report with the same effect as
if filed herewith.
Exhibit 99.2 2000 Stock Option Plan of eieiHome.com Inc. (filed as Appendix D
to Exhibit 99.1 to the Company's Registration Statement on Form
10-SB, No. 1-15627 on February 17, 2000) and hereby incorporated
by reference and made a part of this report with the same effect
as if filed herewith.
Exhibit 99.3 Press Release issued by the Company on February 29, 2000 to
announce the Shareholders' Approval of the Proposed Name Change
and Related Matters.
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