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): NOVEMBER 1, 2004
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CATUITY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-30045 38-3518829
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2711 E. JEFFERSON AVE.
DETROIT, MICHIGAN 48207 (313)-567-4348
(Address of principal (Registrant's telephone
executive offices) number, including area code)
NOT APPLICABLE
(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 14d-2(b), under the
Exchange Act (17 CFR 240.14d-2(b))
( ) Pre-commencement communications pursuant to Rule 13e-4(c), under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 7.01 REGULATION FD DISCLOSURE
The following address was given by the Company's Chairman, Mr. Duncan Mount, at
a Special Meeting of Shareholders on November 1, 2004 in Sydney, Australia
CHAIRMAN'S ADDRESS
SPECIAL MEETING OF SHAREHOLDERS
1 NOVEMBER 2004, SYDNEY, AUSTRALIA
Good morning, Ladies and Gentlemen, welcome to the special meeting of
shareholders. I see we have a quorum and it's past the appointed time, so I
declare the meeting open. My name is Duncan Mount, I'm Chairman of the Company.
With me is Sandy Dawson, non executive director. Apologies for absence, for what
now appears to be simply a procedural meeting and in order to keep travel costs
to an absolute minimum, have been received from our three U.S. based directors:
Alan Gilman, Cliff Chapman and CEO, John Racine; although John and Cliff are on
the line from Detroit and John will be addressing the meeting as well as
responding to any questions you may have. The notice of meeting was sent to you;
may I take it as read? Minutes of the annual meeting, held on May 13, this year,
were approved and signed by me; copies are available for inspection. The purpose
of this meeting is for shareholders to grant the Board the authority to amend
our Certificate of Incorporation in order to effect a reverse split of our
shares. The Board proposes consolidating 15 shares into 1. This will have the
effect of raising our share price and, thereby, maintaining our listing, while
also providing a reasonable cushion over and above NASDAQ's US$ 1.00 minimum
price requirement. At the same time, it should provide some comfort to potential
North American customers with our share price being at a more psychologically
acceptable level. Please note that ISS, Institutional Shareholder Services, an
independent organisation providing advice to all shareholders, and the Board,
recommend voting for the resolution in order to avoid delisting in the States,
which, in my view, if a delisting occurred, would lead to a further reduction in
the Company's value, which we all want to avoid. The secondary purpose of this
meeting is to act upon such other matters as may properly come before this
meeting or any adjournments thereof. John, perhaps you might now say a few words
and take any questions that might arise? Thank you, John. Our NASDAQ listing
clearly has substantial value and we think that with it the company has a
brighter future. On October 28, we were advised by NASDAQ that an extension of
time prior to effecting the split will not be forthcoming. We will, therefore,
effect a 1 for 15 reverse split almost immediately and it will, in all
probability, be announced tonight in the US and tomorrow to the ASX, once the
motion is passed. I would ask you now to complete your proxies and to place them
in the boxes provided by Computershare. For the record, proxies have already
been received in respect of 7.25 million shares, out of our total 11,681,507
shares in issue, of these, approximately 7.2 million, or 61.5% have already been
voted in favour of the reverse split. As the requirement under Delaware law is
for at least 50.1% of shares to be voted in favour, I think it is safe to say
that the resolution has already been successfully adopted. Thank you for your
attendance here today; if you wish to stay for a while and wait for the final
numbers to be tallied, please do so. The result will be announced to the
exchanges and posted on our website shortly. Thank you again.
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.
CATUITY INC.
(Registrant)
By /s/ John H. Lowry
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John H. Lowry
Senior Vice President,
Chief Financial Officer & Secretary
Date: November 1, 2004
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