SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported): October 1, 2001
MAGICINC.COM
(Exact name of small business issuer as specified in its charter)
000-29921
Commission file number
Delaware 65-0494581
(State of incorporation) (IRS Employer Identification Number)
530 North Federal Highway
Fort Lauderdale, Florida 33301
(Address of principal executive office)
(954) 764-0579
(Issuer's telephone number)
Item 5. Other Events
A. Amendment of Certificate of Designations to Increase Series A Preferred
Stock
On October 1, 2001, the board of directors of Magicinc.com (the
"Corporation"), pursuant to authority vested in it by Article Fourth of the
Corporation's certificate of incorporation, increased, by 2,500,000 shares, the
shares of designated Series A Preferred Stock par value $.0001 per share, from
3,076,923 shares to 5,576,923. Each share of this series of preferred stock is
convertible into one share of Common Stock and is identical to the Common Stock
except for voting powers. Each share of the Series A Preferred Stock entitles
the holder to four votes per share. The shareholder of 100% of the outstanding
Series A Preferred Stock, Mr. Gordon Scott Venters, consented to the increase in
the number of shares of Series A Preferred Stock.
B. Sale of Series A Preferred Stock
The board of directors then issued to Gordon Scott Venters, the
Corporation's president and chief executive officer, all 2,500,000 shares of the
newly authorized Series A Preferred Stock in exchange for the elimination of
$50,000 of debt owed to Mr. Venters. The issuance was made in reliance on
Section 4(2) of the Securities Act of 1933 and Mr. Venters represented to the
Corporation that the securities were being acquired for investment purposes. The
shares of Series A Preferred Stock were valued at $0.02 per share, which was in
excess of the average price of the Common Stock on September 28, 2001. Mr.
Gordon Scott Venters, although present at the board meeting, did not take part
in the vote upon the resolution regarding the issuance of the newly authorized
shares of Series A Preferred Stock.
2
C. Sale of Common Stock
The board of directors then sold an additional 10,000,000 shares of its
Common Stock to an existing shareholder, Dr. Harold K. Terry, for $200,000 or
$0.02 per share. The issuance was made in reliance on Section 4(2) of the
Securities Act of 1933. Dr. Terry represented to the Corporation that the
securities were being acquired for investment purposes. The shares of Series A
Preferred Stock were valued at $0.02 per share, which was in excess of the
average price of the Common Stock on September 28, 2001.
D. Reverse Stock Split
The board of directors approved an Amendment to the Corporation's
Certificate of Incorporation effectuating a 1 for 10 reverse split of the
Corporation's Common Stock. The shareholders, by consent and without
solicitation of proxies, also approved the Amendment. Mr. Gordon Scott Venters
and Dr. Harold K. Terry voted all of their shares (representing a majority of
the total possible votes) in favor of the Amendment.
The reverse split is scheduled to become effective on October 12, 2001.
Each holder of shares of Common Stock who otherwise would be entitled to receive
a fractional share will have their new shares rounded to the next full share.
The new CUSIP Number for the Common Stock is 55916M 20 7. A new stock
symbol will be assigned by the OTC Bulletin Board.
Item 7. Exhibits
3.3 Articles of Amendment to Certificate of Incorporation
10.13 Articles of Amendment to Certificate of Designations,
Preferences and Rights of Series A Preferred Stock
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MAGICINC.COM
October 7, 2001 By: /s/ Gordon Scott Venters
------------------------
Gordon Scott Venters
President and Chief Executive Officer
3