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 (Date of Earliest Event Reported) January 13, 2005
Commission File Number 000-28638
BMB MUNAI, INC.
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 30-0233726
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
20A Kazibek Bi Street, Almaty, Kazakhstan
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(Address of principal executive offices)
480100
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(Zip Code)
+7 (3272) 58-85-17/47
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(Registrant's Executive Office Telephone Number)
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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 5.02 Departure and Appointment of Director
At a meeting of the board of directors of BMB Munai, Inc., (the
"Company") on January 13, 2005, Mirgali Kunayev tendered his resignation as a
director of the Company. Mr. Kunayev's resignation was not the result of any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices. Mr. Kunayev's resignation was also not the
result of any change in control of the Company.
In accordance with Section 78.335 of the Nevada Revised Statutes and
the Bylaws of the Company, the board of directors appointed Stephen Smoot to
fill the vacancy on the Company's board of directors created by the resignation
of Mr. Kunayev.
Following is brief description of the background and business
experience of Mr. Smoot during the past five years:
Stephen Smoot. During the past five years Mr. Smoot has been
self-employed as a consultant in the area of foreign technology development and
transfer. Mr. Smoot assisted in forming Caspian Service Group Limited, a
wholly-owned subsidiary of EMPS Corporation, in December 1999, and served as
President of Caspian Services from inception until February 2002. Mr. Smoot
served as the Interim President of EMPS Corporation from June 2004 until
December 2004. Mr. Smoot is not a director in any other reporting company. Mr.
Smoot is 50 years old.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
As disclosed in the Current Report on Form 8-K filed by the Company on
December 22, 2004, the Company received notification on December 21, 2004, that
its change of domicile of from Delaware to Nevada had been completed. To
accomplish the change of domicile the Company was required to file Articles of
Incorporation with the State of Nevada. The Articles of Incorporation filed with
the State of Nevada were practically unchanged as compared to the Amended and
Restated Certificate of Incorporation that governed the Company in Delaware.
Other than immaterial changes to form and references to Delaware and the General
Corporation Law of Delaware, the only significant difference between the
Delaware Certificate of Incorporation and the Nevada Articles of Incorporation
was the removal of a provision specific to Delaware corporate law, that whenever
a compromise or arrangement is proposed between the Company and its creditors or
stockholders if a majority representing three-fourths in value of the creditors,
or a class of creditors, and/or stockholders of the Company agree to a
compromise or arrangement and to any reorganization as a result of the
compromise or arrangement the reorganization shall be binding on all creditors
or shareholders if sanctioned by the court to which the application has been
made. As Nevada has no similar provision in its corporate code, this provision
was removed from the Nevada Articles of Incorporation.
In connection with the recent change of domicile of the Company from
Delaware to Nevada, and in accordance with Article X of the By-Laws of the
Company, the board of directors approved amended By-Laws of the Company at a
meeting of the board of directors held on January 13, 2005. In light of the
change of domicile, the Board's purpose in amending the By-Laws of the Company
was ensure that the Company's By-Laws are consistent with Nevada corporate law.
In connection therewith, the primary changes to the By-Laws were: (i) to
eliminate references to Delaware and the General Corporation Law of Delaware and
replace them with references to Nevada and the appropriate sections of the
Nevada Revised Statutes; (ii) to eliminate a provision from the prior By-Laws
that did not allow the stockholders of the Company to call a Special Meeting of
Stockholders; and (iii) to shorten the minimum notice period for a stockholders'
meeting from 20 days to 10 days in the event of meeting where the matter to be
acted upon is a merger or consolidation of the Company, or a sale, lease or
exchange of all or substantially all of the assets of the Company.
Other than as disclosed above, the amendments to the Articles of
Incorporation and By-Laws of the Company did not materially modify the rights of
the shareholders of the Company.
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Item 9.01 Exhibit and Financial Statements
(a) Exhibits
3.01 Articles of Incorporation of BMB Munai, Inc. (a
Nevada corporation)
3.02 By-Law of Munai, Inc., (as amended through January
13, 2005)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
BMB MUNAI, INC.
Date: January 13, 2005 By: /s/ Alexandre Agaian
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Alexandre Agaian, President
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