UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
Amendment No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition period from to
Commission File Number: 0-15797
XIOX CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 95-3824750
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
577 Airport Blvd, Suite 700
Burlingame, California 94010
(Address of principal executive offices, including zip code)
(650) 375-8188
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
(1) Yes [X] No [ ]; (2) Yes [X ] No [ ]
The number of shares of Common Stock, issued and outstanding as of June 30, 1998
was 3,147,231.
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
On May 22, 1998, the Company filed an Amendment of Certificate of
Incorporation to increase the number of authorized shares of Preferred Stock of
the Company, $0.01 par value per share, from 1,000,000 to 2,000,000 shares and
to grant the Board of Directors authority to designate rights, preferences and
privileges of Preferred Stock, including, without limitation, rights to and
terms of dividends, conversion, voting, redemption (including sinking fund
provisions), and liquidation preferences (the "Amendment"). The Amendment is
filed as an exhibit to this Form 10-QSB/A.
Item 4. Submission of Matters to a Vote of Security Holders
The following matters were submitted to the stockholders at Xiox's
Annual Meeting of Stockholders held on May 18, 1998. Each of these matters were
approved by a majority of the shares present at the meeting.
1. The uncontested election of six directors of the Company to serve
for the ensuing year and until their successors are elected and
qualified. The following is a summary of the nominees and voting
results:
VOTES FOR VOTES WITHHELD
William H. Welling 2,491,236 553
Mark A. Parrish, Jr. 2,491,236 553
Robert K. McAfee 2,491,236 553
Bernard T. Marren 2,491,236 553
Atam Lalchandani 2,491,236 553
Philip H. Vermeulen 2,491,236 553
2. The adoption of an amendment to amend the Company's 1994 Stock Plan
(the "Plan") to increase by 275,000 the number of shares of the
Company's Common Stock reserved for issuance thereunder, and the
adoption of a provision providing for an annual increase in the number
of shares available for issuance under the Plan on the first day of
each fiscal year. Results of the voting included 2,294,062 shares for,
197,227 shares against, and 500 shares abstained.
3. The adoption of an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of Preferred
Stock of the Company from 1,000,000 shares to 2,000,000 shares. Results
of the voting included 2,294,562 shares for, 196,627 shares against,
and 600 shares abstained.
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4. The ratification of the appointment of KPMG Peat Marwick LLP as
independent accountant for the Company for the fiscal year ending
December 31, 1998. Results of the voting included 2,491,589 shares for,
100 shares against, and 100 shares abstained.
Item 6. Exhibits and Reports on 8K
(a) Exhibits
3.1 Certificate of Amendment of Certificate of
Incorporation, filed on May 22, 1998.
4.1 See Exhibit 3.1.
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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 thereunto duly authorized.
XIOX CORPORATION
(Registrant)
Date: October 8, 1998 By: /s/ William H. Welling
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(Duly Authorized Officer)
By: /s/ Melanie D. Reid
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Melanie D. Reid, VP Finance/CFO/Secretary
(Duly Authorized Officer)
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INDEX TO EXHIBITS
Exhibit
3.1 Certificate of Amendment of Certificate of Incorporation, filed
on May 22, 1998
4.1 See Exhibit 3.1
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