UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Date of Report (Date of earliest event reported): October 28, 2004
BLUE GATE CORPORATION
(Exact Name of Registrant a Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
000-22711 76-0640970
Commission File Number: (IRS Employer Identification Number)
701 North Post Oak, Road, Suite 630, Houston, Texas 77024
(Address of Principal Executive Office) (Zip Code)
(713) 682-7400
(Registrant's Telephone Number, Including Area Code)
CRESCENT COMMUNICATIONS, INC.
(Former Name of Registrant)
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:
[ ] 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 3.03 MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY
HOLDERS.
On October 28, 2004, our shareholders voted to effectuate a 20:1 reverse
split of our common stock. The State of Nevada requires the filing of a form
with the Secretary of State of Nevada pursuant to the Nevada Revised Statutes
section 78.209 setting forth the reverse split. Shortly after our shareholder
meeting, we filed such a form with the Secretary of State of Nevada. At the
opening of business on November 23, 2004, our 20:1 reverse split of our common
stock was effective with the NASD and the OTCBB.
Immediately before the reverse split we had 85,000,000 shares of common
stock authorized of which approximately 47,850,931 shares of common stock were
outstanding.
Immediately after the reverse split, we had 4,250,000 authorized shares of
common stock of which approximately 2,392,547 shares of common stock were
outstanding, pending fractional-share rounding-up calculations to adjust for the
reverse split.
In connection with the shareholder vote to conduct the reverse split, our
shareholders voted to change our post-reverse split authorized shares to be
50,000,000 authorized shares, and we amended our articles of incorporation
accordingly.
Thus we now have 50,000,000 shares of common stock authorized of which
approximately 2,392,547 shares of common stock are outstanding, pending
fractional-share rounding-up calculations to adjust for the reverse split.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPALS OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
For personal reasons, Robert Davis and Jeff Olexa did not stand for
re-election as Directors at our annual meeting of shareholders on October 28,
2004.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR.
On October 28, 2004, our shareholders voted to effectuate a 20:1 reverse
split of our common stock. The State of Nevada requires the filing of a form
with the Secretary of State of Nevada pursuant to the Nevada Revised Statutes
section 78.209 setting forth the reverse split. We filed such a form with the
Secretary of State of Nevada. On November 23, 2004 the reverse split was
effective with the NASD and the OTCBB at the opening of business.
Immediately before the reverse split we had 85,000,000 shares of common
stock authorized of which 47,850,931 shares of common stock were outstanding.
Immediately after the reverse split, we had 4,250,000 authorized shares
outstanding of which approximately 2,392,547 shares of common stock were
outstanding, pending fractional-share rounding-up calculations to adjust for the
reverse split.
In connection with the shareholder vote to conduct the reverse split, our
shareholders voted to change our post-reverse split authorized shares to be
50,000,000 authorized shares, and we amended our articles of incorporation
accordingly .
Thus we now have 50,000,000 shares of common stock authorized of which
approximately 2,392,547 shares are outstanding, pending fractional-share
rounding-up calculations to adjust for the reverse split.
On October 28, 2004, our shareholders voted to change our name to BLUEGATE
CORPORATION. We amended our Articles of Incorporation for the name change
accordingly.
ITEM 8.01 OTHER EVENTS.
In connection with our name change, our stock trading symbol on the OTCBB
changed to "BGAT".
At the opening of business on November 23, 2004, the 20:1 reverse stock
split of our common stock was effective with the NASD and the OTCBB.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
None.
(b) Pro Forma Financial Statements.
None.
(c) Exhibits.
Exhibit Number Description
-----------------------------------
3.I.1 Certificate of Amendment
3.I.2 Certificate of Correction
3.I.3 Certificate of Change
3.I.4 Certificate of Amendment
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 hereunto duly authorized.
Bluegate Corporation
November 26, 2004 (signed)
-------------------------------------
/s/ Manfred Sternberg
Manfred Sternberg
Chief Executive Officer
Exhibit Index
Exhibit Number Description
-----------------------------------
3.I.1 Certificate of Amendment
3.I.2 Certificate of Correction
3.I.3 Certificate of Change
3.I.4 Certificate of Amendment