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: August 1, 2003
GELSTAT CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 0-21394 41-1713474
(State of other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification Number)
SOUTHPOINT OFFICE CENTER, 1650 WEST 82ND STREET, SUITE 1040,
BLOOMINGTON, MN 55431
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (952) 881-4105
5223 INDUSTRIAL BOULEVARD, EDINA, MN 55439
(Former name, former address and former fiscal year,
if changed since last report)
ITEM 5. OTHER EVENTS.
On July 14, 2003, at the annual meeting of shareholders of Developed
Technology Resource, Inc. (the Company), the shareholders approved:
o Amendment of the Articles of Incorporation to increase the authorized
common and undesignated stock and to change the name of the
corporation to Gelstat Corporation.
o Amendment of the Bylaws to provide for two classes of directors, one
class with a term expiring annually and a second class with a term
expiring in 2007.
o Adoption of the 2003 Incentive Plan and reservation of 1,200,000
shares for issuance thereunder.
In addition, the shareholders elected three directors (two in the class
with a one-year term and one in the class with the four-year term).
The purpose of this report on Form 8-K is (i) to file of record the
Articles and Bylaws, as amended and restated, (ii) to file of record the 2003
Incentive Plan as adopted, (iii) to file of record the Audit Committee Charter
(which was included with the Proxy Statement for the annual meeting but which
has since been amended to correct several nonsubstantive errors), and (iv) to
provide a description of the capital stock of the Company as provided in the
amended and restated Articles of Incorporation.
Under the Articles of Incorporation as amended and restated, the Company is
authorized to issue up to 50,000,000 shares of common stock, $.01 par value and
up to 10,000,000 other shares of stock which are currently undesignated. The
undesignated shares may be issued in one or more series with rights and
preferences determined by action of the Board of Directors alone, without any
further action by the shareholders. The authorized common stock (including the
2,560,885 shares outstanding as of the date of this Report on Form 8-K) is
entitled to one vote per share. It has no liquidation preference, no preemptive
rights, and no right to cumulate votes in the election of directors. It is
entitled to participate in dividends if, as and when declared by the Board of
Directors. The Company has no provisions in its Articles and Bylaws which would
serve to delay, defer or prevent a change in control of the Company. However,
certain provisions of Minnesota law and provisions which may be included in any
shares designated from the currently undesignated capital could contain such
provisions.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
3.6 Restated Articles of Incorporation
3.7 Restated Bylaws
20.1 Audit Committee Charter
10.51 2003 Incentive Plan
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SIGNATURES
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.
Dated: July 31, 2003 GELSTAT CORPORATION
By /s/ Stephen C. Roberts
-------------------------------------
Stephen C. Roberts
Chief Executive Officer
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