UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) October 29, 1998
NETWORK COMPUTING DEVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-20124 77-0177255
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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350 North Bernardo Avenue
Mountain View, California 94043
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (650) 694-0650
(Former name or former address, if changed since last report)
ITEM 5. OTHER MATTERS
Effective October 29, 1998 (the "Effective Date"), the Registrant has
changed its state of incorporation from California to Delaware. This change in
its state of incorporation was approved by the holders of a majority of the
Registrant's outstanding shares of Common Stock at the Registrant's reconvened
annual meeting of shareholders on June 19, 1998. At the time of reincorporation
in the State of Delaware, the Registrant merged into and is continuing its
business as a Delaware corporation. The reincorporation will not result in any
change in the Registrant's business, assets or liabilities, will not cause the
Registrant's corporate headquarters to be moved and will not result in any
relocation of management or other employees. Shareholders of the Registrant are
not required to undertake an exchange of the Registrant's shares. As of the
Effective Date, certificates for the Registrant's shares automatically represent
an equal number of shares in the Delaware company.
ITEM 7. EXHIBITS
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated April 24, 1998 by and
between Network Computing Devices, Inc., a California
corporation, and Network Computing Devices, Inc., Delaware,
a Delaware corporation.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NETWORK COMPUTING DEVICES, INC.
Date: January 8, 1999 By: /s/ Rudolph G. Morin
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Rudolph G. Morin
Executive Vice President, Operations and
Finance, and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated April 24, 1998 by and
between Network Computing Devices, Inc., a California
corporation, and Network Computing Devices, Inc., Delaware,
a Delaware corporation.