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
Date of Report: February 8, 2001
(Date of earliest event reported)
LMKI, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-26578 33-0662114
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
3355 Michelson Drive, Suite 300, Irvine, California 92612
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 794-3000
Not applicable
(Former name or former address, if changed since last report)
Item 1. Change in control of registrant.
Not applicable.
Item 2. Acquisition or disposition of assets.
Not applicable.
Item 3. Bankruptcy or receivership.
Not applicable.
Item 4. Changes in registrant's certifying accountant.
Not applicable.
Item 5. Other.
On Wednesday, February 7, 2001, LMKI, Inc. (the "Company") announced to the
public in a press release that its new corporate name is "Myrient, Inc." The
Company has completed the formal change with all necessary approval from the
Board of Directors and a majority of the Shareholders, and will begin trading
with the stock ticker symbol "MYNT" on Thursday, February 8, 2001.
Item 6. Resignations of registrant's directors.
Not applicable.
Item 7. Financial Statements and Exhibits.
Press Release on February 7, 2001.
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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, in the City of Irvine, State of
California, on February 8, 2001.
LMKI, INC.
By /S/ BRYAN L. TURBOW
----------------------
Bryan L. Turbow
President
3
LMKI, INC.
3355 MICHELSON DRIVE, SUITE 300
IRVINE, CALIFORNIA 92612
To Our Stockholders:
Notice is hereby given that on September 14, 2000 the Board of
Directors and the holders of a majority of the issued and outstanding voting
securities (the "CONSENTING STOCKHOLDERS") of LMKI, Inc., a Nevada corporation
(the "COMPANY"), approved the following action by the Company:
Amendment to Article One of the Company's Articles of Incorporation
changing the Company's name from LMKI, Inc. to Myrient, Inc.
The Board of Directors fixed the close of business on September 14,
2000 as the record date for the determination of stockholders entitled to vote
with respect to the above action. The Consenting Stockholders, whose outstanding
securities represent approximately 66.2% of the Company's outstanding securities
entitled to vote on the above action, have consented to the above action.
Therefore, because the Company has the requisite amount of stockholder votes
necessary to approve this action, the Company does not intend to hold a special
stockholders meeting to consider this action and is not soliciting proxies from
the other stockholders. In lieu thereof, the Company has prepared an Information
Statement pursuant to Section 14c of the Securities Exchange Act of 1934
describing the action, which is expected to become fully effective on or about
March 9, 2001.
All necessary corporate approvals in connection with the matters
referred to herein have been obtained.
By Order of the Board of Directors
/s/ Bryan Turbow
Bryan Turbow
President
Irvine, California
February 8, 2001
LMKI, INC.
3355 MICHELSON DRIVE, SUITE 300
IRVINE, CALIFORNIA 92612
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INFORMATION STATEMENT
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
This Information Statement is being furnished to the stockholders of
record as of September 14, 2000 (the "RECORD DATE") of LMKI, Inc., a Nevada
corporation (the "COMPANY") in connection with an amendment to the Company's
Articles of Incorporation, changing the Company's name from LMKI, Inc. to
Myrient, Inc. On September 14, 2000, the Board of Directors and the holders of a
majority of outstanding voting securities of the Company on the Record Date (the
"CONSENTING STOCKHOLDERS") approved the amendment to the Articles of
Incorporation by written consent. A copy of the Unanimous Written Consent of the
Board of Directors and a copy of the Written Consent of the Majority
Stockholders are attached as EXHIBIT "A" and EXHIBIT "B," respectively. The
Company will cause the amendment to the Articles of Incorporation to become
effective twenty (20) days after this Information Statement is first sent to the
stockholders of the Company.
REQUISITE STOCKHOLDER APPROVAL
------------------------------
OUTSTANDING SECURITIES AND VOTING RIGHTS
As of the Record Date, there were issued and outstanding 41,796,795
shares of the Company's common stock, $0.001 par value (the "COMMON STOCK") and
3800 shares of the Company's preferred stock, $0.001 par value (the "PREFERRED
STOCK"). The Consenting Stockholders held approximately 27,680,000 shares of
Common Stock, or approximately 66.2% of the Company's issued and outstanding
Common Stock.
Each holder of Common Stock would normally be entitled to one vote in
person or by proxy for each share of Common Stock in his or her name on the
books of the Company, as of the Record Date, on any matter submitted to the vote
of stockholders. However, under Nevada Revised Statutes Section 78.315(2), any
action which may be taken at a stockholders' meeting may be taken by written
consent of the requisite number of stockholders required to take such action.
The approval of the amendment to the Articles of Incorporation requires the
affirmative vote or written consent of a majority of the Company's outstanding
Common Stock. On September 14, 2000, the Consenting Stockholders consented to
the amendment to the Articles of Incorporation changing the name of the Company
from LMKI, Inc. to Myrient, Inc.
The corporate action described in this Information Statement will not
afford the stockholders the opportunity to dissent from the action described
herein or to receive an agreed or judicially appraised value for their shares.
THE CONSENTING STOCKHOLDERS
Stockholders of the Company, representing voting rights equal to
approximately 66.2% of the shares entitled to vote on Company matters, have
delivered written consents to amend the Articles of Incorporation. The following
table summarizes the security ownership of the Consenting Stockholders of the
Company:
Number of Common Percentage of
Shares Entitled to Vote Common Stock
Name As of Record Date As of Record Date
---- ----------------- -----------------
William Kettle 15,680,000 37.5%
Bryan Turbow 12,000,000 28.7%
These shares represent approximately 66.2% of the outstanding Common
Stock of the Company. Therefore, the proposal has been approved by written
consent of the Consenting Stockholders and will take effect twenty (20) days
after this Information Statement is first sent to the stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as to the beneficial ownership of the
capital stock of the Company as of September 14, 2000, by: (i) each person known
to the Company to beneficially own more than five percent (5%) of the capital
stock of the Company; (ii) each of the Company's directors; (iii) certain of the
Company's executive officers; and (iv) all executive officers and directors as a
group.
Approximate
Name Address No. of Shares Owned Percentage Owned
- --------------------------------------------------------------------------------------------------------------------
William J. Kettle (1)(3) 1720 East Garry Ave., Suite 201 15,680,000 37.5%
Santa Ana, CA 92705
Bryan L. Turbow (2) 3355 Michelson Dr., Suite 300
Irvine, CA 92612 12,000,000 28.70%
Barry Hall (2) 3861 Sepulveda Blvd.
Culver City, CA 90230 50,000 *
Teresa Throenle (2) 8303 Alondra Boulevard, 2nd Fl
Paramount, CA 90723 25,000 *
John W. Diehl, Jr. (4) 2972 Mindanao Drive
Costa Mesa, CA 92626 500,000 1.2%
A. Maria Kettle (1) 1720 East Garry Ave., Suite 201
Santa Ana, CA 92705 20,000 *
Christopher Capadouca (2)(7) 3355 Michelson Dr., Suite 300
Irvine, CA 92612 100,000 *
Named Officers and Directors
as a Group (3 persons) - 12,250,000 29%
- ---------------
* Less than 1%
(1) William J. Kettle and Maria Kettle resigned from all positions with
Company effective August 8, 2000. The shares held by William Kettle are
subject to an irrevocable proxy pursuant to which all shares held by him
in excess of 19.99% of the outstanding shares are voted by Barry Hall,
Leonard Kajimoto, and Peter Hobbs as proxy holders.
(2) Current Officer and/or Director.
(3) Includes 7,000,000 shares held by the Chapman Group, a trust in which
William Kettle is the Trustee.
(4) John Diehl resigned as Chief Financial Officer on August 28, 2000.
(5) Represents options to purchase 50,000 shares of common stock.
(6) Represents options to purchase 25,000 shares of common stock.
(7) Represents options to purchase 100,000 shares of common stock.
Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect to
securities. Shares of stock subject to options or warrants currently
exercisable, or exercisable within 60 days, are deemed outstanding for purposes
of computing the percentage of the person holding such options or warrants, but
are not deemed outstanding for purposes of computing the percentage of any other
person.
CHANGE OF CORPORATE NAME
------------------------
The Board of Directors and the Consenting Stockholders have approved
and consented to an amendment to Article One of the Articles of Incorporation,
changing the name of the Company from LMKI, Inc. to Myrient, Inc.
REASON FOR THE AMENDMENT
LMKI is in the process of streamlining its operations and refining its
focus and image in an effort to better respond to new business opportunities.
The Board of Directors believes that a new name is necessary to help achieve
this broad objective. The new name will convey an image of the new company as a
managed service provider, focused on providing its users with a wide range of
broadband network solutions. Additionally, the new name will highlight the
Company's new management and paradigm.
OTHER BUSINESS
No further business will be transacted by Written Consent to corporate
action in lieu of meeting of stockholders to which this Information Statement
pertains.
COSTS OF INFORMATION STATEMENT
This Information Statement has been prepared by the Company and its
Board of Directors, and the Company will bear the costs of distributing this
Information Statement to stockholders, including the expense of preparing,
assembling, printing, and mailing the Information Statement and attached
materials. Although there is no formal agreement to do so, the Company may
reimburse banks, brokerage houses, and other custodians, nominees and
fiduciaries for their reasonable expenses in forwarding this Information
Statement and related materials to stockholders. The Company may pay for and use
the services of other individuals or companies not regularly employed by the
Company in connection with the distribution of this Information Statement if the
Board of Directors of the Company determines that this is advisable.
By Order of the Board of Directors
Bryan Turbow
Chief Executive Officer
EXHIBIT A
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
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UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF
LMKI, INC.,
A Nevada corporation
The undersigned, being all of the directors of LMKI, Inc., a Nevada
corporation (the "Corporation"), acting pursuant to the authority vested in them
by Nevada Revised Statutes Section 78.315(2), hereby adopt the following
recitals and resolutions by their unanimous written consent thereto, effective
September 14, 2000, hereby waiving all notice to and the holding of a meeting of
the Board of Directors (the "Board") to act upon such resolutions.
AMENDED ARTICLES OF INCORPORATION
---------------------------------
WHERESAS, the Board deems it to be in the best interest of the
Corporation to amend the Articles of Incorporation of the Corporation to change
the name of the Corporation from "LMKI, Inc." to "Myrient, Inc."
RESOLVED, that Article One of the Articles of Incorporation of the
Corporation be amended and restated in its entirety as follows:
FIRST: The name of the corporation shall be Myrient, Inc.
RESOLVED, that the officers of the Corporation are, and each acting
alone is, hereby authorized and directed to solicit the necessary shareholder
approval of the foregoing amendments to the Articles of Incorporation of the
Corporation; and
RESOLVED FURTHER, that, upon shareholder approval of the foregoing
amendments to the Articles of Incorporation of the Corporation, the officers of
the Corporation are, and each of them hereby is, authorized and directed, for
and on behalf of the Corporation, to execute and file an amendment to the
Articles of Incorporation with the Nevada Secretary of State, in the form and
manner required by the laws of the State of Nevada, to execute and deliver all
certificates, authorizations and other written instruments and in general to do
all acts necessary or appropriate to carry out the purposes of all of the
foregoing resolutions.
COUNTERPART EXECUTION, FACSIMILE TRANSMISSION
---------------------------------------------
RESOLVED, that this Unanimous Written Consent may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same original; and
RESOLVED FURTHER, that the directors of the Corporation may deliver their
executed counterparts of this Unanimous Written Consent to the Secretary of the
Corporation by facsimile transmission, and no confirmation of such delivery by
the mailing or personal delivery of an executed original of this Unanimous
Written Consent to the Secretary of the Corporation shall be required in order
for this Unanimous Written Consent to be effective.
IN WITNESS WHEREOF, the undersigned, being all of the directors of the
Corporation, have executed this Unanimous Written Consent of the Board of
Directors of LMKI, Inc. to be effective as September 14, 2000.
/s/ Jeanette Hall /s/ Bryan Turbow
- ------------------------------ ------------------------------
Jeanette Hall Bryan Turbow
/s/ Teresa M. Throenle /s/ Barry Hall
- ------------------------------ ------------------------------
Teresa M. Throenle Barry Hall
EXHIBIT B
WRITTEN CONSENT OF THE MAJORITY OF STOCKHOLDERS
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WRITTEN CONSENT
OF THE MAJORITY STOCKHOLDERS
OF LMKI, INC.,
A NEVADA CORPORATION
The undersigned, being the majority stockholders of LMKI, INC., a
Nevada corporation (the "Corporation"), acting pursuant to the authority of
Nevada Revised Statutes Section 78.320(2), hereby adopt the following recitals
and resolutions by written consent thereto, effective as of September 14, 2000,
hereby waiving all notice to and the holding of a meeting to act upon such
resolutions.
AMENDED ARTICLES OF INCORPORATION
---------------------------------
WHEREAS, it is deemed to be in the best interest of the Corporation to
amend the Articles of Incorporation of the Corporation to change the name of the
Corporation from "LMKI, Inc." to "Myrient, Inc."
RESOLVED, that Article One of the Articles of Incorporation of the
Corporation be amended and restated in its entirety as follows:
FIRST: The name of the corporation shall be Myrient, Inc.
IN WITNESS WHEREOF, the undersigned, being the majority stockholders of
the Corporation, have executed this Written Consent of the Majority Stockholders
of LMKI, Inc. effective as of September 14, 2000.
/s/ Bryan Turbow
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BRYAN TURBOW
(Holder of 31.8% of Common Stock)
Voting proxy for William J. Kettle's shares (20%)
Requires 2 of the 3 signors below
/s/ Barry Hall
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Barry Hall
/s/ Leonard Kajimoto
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Leonard Kajimoto
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Peter Hobbs