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
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DATE OF REPORT: JUNE 9, 2005
(Date of earliest event reported)
INCENTRA SOLUTIONS, INC.
(Exact name of Registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
333-16031 86-0793960
(Commission File No.) (I.R.S. Employer
Identification No.)
1140 PEARL STREET
BOULDER, COLORADO 80302
(Address of principal executive offices; zip code)
(303) 440-7930
(Registrant's telephone number, including area code)
N/A
(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 (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13-4(e) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
Pursuant to a Certificate of Amendment (the "Amendment") to the
registrant's Articles of Incorporation filed with the Secretary of State of the
State of Nevada, effective June 9, 2005, the registrant effected a reverse stock
split (the "Reverse Split") of its common stock, par value $.001 per share (the
"Common Stock"), whereby every ten (10) shares of outstanding Common Stock were
exchanged for one (1) new share of Common Stock. The Amendment was previously
disclosed in a Schedule 14C Information Statement pursuant to Section 14(c) of
the Securities Exchange Act of 1934, filed with the Securities and Exchange
Commission on May 17, 2005. A copy of the Amendment is attached hereto as
Exhibit 3.1 and incorporated herein.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
On June 9, 2005, the registrant issued a press release announcing (i) the
Reverse Split; (ii) the Amendment, (iii) a change in the CUSIP number for its
Common Stock and (iv) a change in the ticker symbol under which its Common Stock
trades on NASDAQ's "Over-the-Counter" Bulletin Board. A copy of the press
release is attached hereto as Exhibit 99.1.
SECTION 9 - FINANCIAL STATEMENT AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Number Documents
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3.1 Certificate of Amendment to the Articles of Incorporation
effective as of June 9, 2005.
99.1 Press release of Incentra Solutions, Inc., dated June 9, 2005,
announcing (i) a ten-for-one reverse split of its common
stock, (ii) the amendment to its Articles of Incorporation;
(iii) a change in the CUSIP number for its common stock; and
(iv) a change in the ticker symbol under which its common
stock trades on NASDAQ's "Over-the-Counter" Bulletin Board.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
INCENTRA SOLUTIONS, INC.
Date: June 9, 2005 By: /s/Thomas P. Sweeney III
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Thomas P. Sweeney III
Chief Executive Officer
EXHIBIT INDEX
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Number Documents
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3.1 Certificate of Amendment to the Articles of Incorporation
effective as of June 9, 2005.
99.1 Press release of Incentra Solutions, Inc., dated June 9, 2005,
announcing (i) a ten-for-one reverse split of its common
stock, (ii) the amendment to its Articles of Incorporation;
(iii) a change in the CUSIP number for its common stock; and
(iv) a change in the ticker symbol under which its common
stock trades on NASDAQ's "Over-the-Counter" Bulletin Board.