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
JULY 1, 2003
Date of Report (Date of earliest event reported)
SIONIX CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 2-95626-D 87-0428526
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
9272 Jeronimo Road, Suite 108, Irvine, CA 92618
(Address of principal executive offices) (Zip Code)
(949) 454-9283
Registrant's telephone number, including area code
ITEM 1. CHANGES 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 EVENTS AND REGULATION FD DISCLOSURE
The Company has completed its reincorporation as a Nevada corporation,
effective July 1, 2003. The reincorporation was completed pursuant to an
Agreement and Plan of Merger between Sionix Corporation, a California
corporation ("Sionix California") and its wholly-owned Nevada subsidiary, Sionix
Corporation ("Sionix Nevada"). Under the merger agreement, Sionix California
merged with and into Sionix Nevada, and each share of Sionix California's common
stock was automatically converted into one share of common stock, par value
$0.001 per share, of Sionix Nevada (the "Merger"). The Merger was effected by
the filing of Articles of Merger, along with the Agreement and Plan of Merger,
with the Secretary of State of Nevada. A copy of the Agreement and Plan of
Merger is attached as an exhibit to this Current Report on Form 8-K, as are the
Company's new Articles of Incorporation and Bylaws.
The Merger and the change of the Company's jurisdiction to the State of
Nevada were approved by the Company's shareholders at its 2003 Annual Meeting of
Shareholders. No shareholders exercised dissent rights in connection with this
reincorporation. In addition, the shareholders approved an increase in the
authorized capital of the corporation from 100 million shares to 150 million
shares, which is reflected in the Articles of Incorporation.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit Description
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2.1 Agreement and Plan of Merger, dated July 1, 2003, as filed by the
Registrant with the Nevada Secretary of State
3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE
Not applicable.
ITEM 10. AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A PROVISION
OF THE CODE OF ETHICS.
Not applicable.
ITEM 11. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT
PLANS
Not applicable.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Not applicable.
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 hereunto duly authorized.
SIONIX CORPORATION
Date: JULY 15, 2003
By: /s/ James J. Houtz
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James J. Houtz
President