UNITED STATES
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
June 6, 2005
---------------------------------------------------
Date of Report (Date of earliest event reported):
PROCORE GROUP, INC.
---------------------------------------------------
(Exact name of registrant as specified in charter)
California 000-25416 33-0563989
- ----------------------------- ------------------------ -------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
14255 U.S. Highway 1, Suite 2180
Juno Beach, Florida 33408
----------------------------------------
(Address of principal executive offices)
(561) 860-8511
-----------------------------------------------------
Registrant's telephone 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:
[_] 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 5.02 REMOVAL OF DIRECTOR
On June 6, 2005, a majority of the shareholders of ProCore Group, Inc., a
California corporation ("PCRG"), entitled to vote in the election of members of
PCRG's board of directors voted, through a Majority Written Consent of the
Stockholders of ProCore Group, Inc., to remove Mr. Curtis Pree from the PCRG
board of directors. On June 8, 2005, a majority of the shareholders of ProCore
Group, Inc., a California corporation ("PCRG"), entitled to vote in the election
of members of PCRG's board of directors voted, through a Majority Written
Consent of the Stockholders of ProCore Group, Inc., to remove Mr. George Csatary
from the PCRG board of directors.
A shareholder vote by consent in lieu of a meeting of shareholders is
authorized by Section 603(a) of the California Corporations Code and, pursuant
to Section 303(a)(3) of the California Corporations Code (the "CCC"):
A director of a corporation whose board of
directors is classified pursuant to Section 301.5
may not be removed if the votes cast against the
removal of the director, or not consenting in
writing to the removal, would be sufficient to
elect the director if voted cumulatively (without
regard to whether shares may otherwise be voted
cumulatively) at an election at which the same
total number of votes were cast (or, if the action
is taken by written consent, all shares entitled
to vote were voted) and either the number of
directors elected at the most recent annual
meeting of shareholders, or if greater, the number
of directors for whom removal is being sought,
were then being elected.
As of June 8, 2005, PCRG had 294,729,408 shares of common stock
outstanding, each of which is entitled to one vote for each in the election of
directors. Pursuant to the By Laws of the corporation, no more than two
directors is elected at any time and two directors are presently being removed
by written consent. Shareholders holding 200,472,807 shares of PCRG common
stock entitled to vote for the election of directors voted through the Majority
Written Consent of the Stockholders of ProCore Group, Inc. to remove Mr. Pree
and Mr. Csatary from the PCRG board of directors. The 200,472,807 shares of
common voting to remove Mr. Pree and Mr. Csatary equaled 68.02% of the
outstanding PCRG common stock entitled to vote on the election and removal of
directors. Therefore, the shares of PCRG common stock voted through the
Majority Written Consent of the Stockholders of Procoregroup, Inc. to remove Mr.
Pree and Csatary from the PCRG board of directors exceeded the majority vote
required for such action by the CCC. Such removals were effective on June 5,
2005 and June 8, 2005, the
date of execution of the Majority Written Consent of the Stockholders of ProCore
Group, Inc.
The shareholders who voted for the removal of Mr. Pree and Mr. Csatary from
the PCRG board of directors did not do so for "cause", but determined that such
removal was advisable and in the best interests of PCRG and its 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 hereunto duly authorized.
Date: June 9, 2005 PROCORE GROUP INC.
----------------------------
Kamal Abdallah, President
Principal Executive Officer