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, 1999
[ ] 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)
Delaware 95-3824750
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(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, 1999
was 3,323,985.
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
On May 26, 1999, the Company filed an Amendment of Certificate of
Incorporation to increase the number of authorized shares of Common Stock of the
Company, $0.01 par value per share, from 10,000,000 to 50,000,000 shares and to
increase the number of authorized shares of Preferred Stock of the Company,
$0.01 par value per share, from 2,000,000 to 10,000,000 shares (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 17, 1999. 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 2,550,707 0
Mark A. Parrish, Jr. 2,550,707 0
Robert K. McAfee 2,550,707 0
Bernard T. Marren 2,550,707 0
Atam Lalchandani 2,550,707 0
Philip Vermeulen 2,550,707 0
2. 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 2,000,000 shares to 10,000,000 shares.
Results of the voting included 1,821,390 shares for, 500 shares
against, 7,000 shares abstained and 721,817 shares had no vote.
3. The adoption of an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of Common
Stock of the Company from 10,000,000 shares to 50,000,000 shares.
Results of the voting included 2,550,307 shares for, 400 shares
against, and 0 shares abstained.
4. The adoption of an amendment to amend the Company's 1994 Stock Plan
to increase the number of shares of Common Stock available for stock
option grants from 752,095 to 900,000 shares. Results of the voting
included 2,549,654 shares for, 1,053 shares against, and 0 shares
abstained.
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5. The adoption of an amendment to amend the 1994 Stock Plan to clarify
the provision for an annual increase in the number of shares available
for stock option grants. Results of the voting included 2,549,554
shares for, 1,153 shares against, and 0 shares abstained.
6. The ratification of the selection of KPMG LLP as independent
auditors for the Company for the fiscal year ending December 31, 1999.
Results of the voting included 2,550,707 shares for, 0 shares against,
and 0 shares abstained.
Item 6. Exhibits and Reports on 8K
(a) Exhibits
3.5 Certificate of Amendment of Certificate of Incorporation,
filed on May 26, 1999.
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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: November 30, 1999 By: /s/ William H. Welling
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(Duly Authorized Officer)
By: /s/ Melanie D. Johnson
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Melanie D. Johnson, VP Finance/
CFO/Secretary
(Duly Authorized Officer)
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INDEX TO EXHIBITS
Exhibit
3.5 Certificate of Amendment of Certificate of Incorporation, filed
on May 26, 1999.
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