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): September 22, 2009
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BellaVista Capital, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 0-30507 94-3324992
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
15700 Winchester Blvd, Los Gatos, CA 95030
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 354-8424
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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 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))
Item 7.01. Regulation FD Disclosure
On September 22, 2009, the registrant held a Special Meeting of Shareholders
that was the subject of a Notice of Special Meeting of Shareholders dated and
mailed to shareholders of record on September 10, 2009. The meeting was held to
vote the three proposals made by MacKenzie Patterson Fuller, LP ("MPF"), a
beneficial owner of the registrant's shares, as described in MPF's Proxy
Statement mailed to shareholders on or about June 5, 2009 and the registrant's
Proxy Statement mailed to shareholders on or about July 22, 2009. Those
proposals were:
1. Proposal No. 1: Expansion of board of directors to nine members by
amending bylaws;
2. Proposal No. 2: Election of the following five directors nominated by MPF
to fill vacancies created by the foregoing the expansion
of the board:
C. E. Patterson (Class II Director, term expiring in 2011)
Glen Fuller (Class III Director, term expiring in 2010)
Chip Patterson (Class I Director, term expiring in 2012)
Robert E. Dixon (Class II Director, term expiring in 2011)
Christine E. Simpson (Class III Director, term expiring
in 2010); and
3. Proposal No. 3 Engagement of MPF for investment management services for
a flat annual fee equal to 2% of the Company's assets.
As of the date of the Special Meeting, the registrant had a total of 11,171,433
of its common shares held of record outstanding and entitled to vote on the
proposals. Of those shares, a total of 7,920,846 (or 70.9% of the outstanding
shares) were present in person or by proxy at the meeting and voted on the
proposal. A quorum having been achieved, the vote was final and effective on all
three proposals.
The votes on each of the proposals were identical on all proxies and ballots and
the total shares voting for the proposals, the shares voting against the
proposals and shares abstaining were as follows:
A total of 372,775 shares (representing 4.71% of the shares voted at the meeting
and 3.34% of the outstanding shares) voted in favor of each of the proposals.
A total of 7,540,854 shares (representing 95.2% of the shares voted at the
meeting and 67.5% of the outstanding shares) voted against of each of the
proposals.
A total of 7,217 shares (representing 0.09% of the shares voted at the meeting
and 0.06% of the outstanding shares) abstained with respect to each of the
proposals.
In order to be adopted as the action of the shareholders, each of the proposals
required the vote in favor by a majority of the shares in a duly constituted
quorum. Accordingly, each of the proposals was defeated by the shareholders.
SIGNATURES
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.
Dated: September 23, 2009 BellaVista Capital, Inc.
By: /s/ WILLIAM OFFENBERG
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Name: William Offenberg
Title: Chief Executive Officer