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): July 17, 2000 (July 3, 2000) CLARITI TELECOMMUNICATIONS INTERNATIONAL LTD. --------------------------------------------- (Exact name of Registrant as specified in charter) Delaware 33-90344 23-2498715 ------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 1735 Market Street, Mellon Bank Center, Suite 1300 Philadelphia, Pennsylvania 19125 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) 215-979-3600 ------------ (Registrant's telephone number, including area code) Not Applicable -------------- (Former name or former address, if changed since last report) Item 5. Other Events. Effective as of 4:30 p.m. EDT on July 3, 2000, Clariti Telecommunications International, Ltd. ("Clariti") implemented a one share for four shares reverse stock split of its outstanding common stock. No fractional shares will be issued and the number of shares to be issued upon conversion will be rounded up to the nearest whole share. Clariti's common stock began trading on a post- split basis at the opening of the stock market on July 5, 2000 on the OTC Bulletin Board under the new symbol CRTM. The reverse split was approved by Clariti's board of directors and a majority of its shareholders. The principal reasons for the reverse stock split are to increase the effective marketability of Clariti's common stock to institutional buyers and to enhance the liquidity of the common stock so that Clariti can better access capital markets. Stockholders will be notified by Clariti's transfer agent and exchange agent, American Stock Transfer & Trust Company, regarding the process for exchanging stock certificates representing post-split shares. Following the reverse split, transfers of certificates representing pre-split shares of common stock will be honored but will only represent one-fourth of the number of shares set forth on the certificate rounded up to the nearest whole share. Warrants and options to purchase Clariti's common stock and other securities convertible into common stock will be adjusted in accordance with their terms to reflect the reverse stock split. 2 Signature --------- 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. CLARITI TELECOMMUNICATIONS INTERNATIONAL, LTD. (Registrant) July 17, 2000 By: s/James M. Boyd, Jr. -------------------- James M. Boyd, Jr. Vice President of Finance and Chief Accounting Officer 3