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 2004
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 5, 2006
MAGNITUDE INFORMATION SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
33-20432 75-2228828
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
401 STATE ROUTE 24, CHESTER, NEW JERSEY 07930
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(908) 879-2722
(REGISTRANT'S TELEPHONE NUMBER)
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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 (SEE GENERAL INSTRUCTION A.2 BELOW):
|_| WRITTEN COMMUNICATIONS PURSUANT TO RULE 425 UNDER THE SECURITIES
ACT (17 CFR 230.425)
|_| SOLICITING MATERIAL PURSUANT TO RULE 14A-12 UNDER THE EXCHANGE
ACT (17 CFR 240.14A-12)
|_| PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 14D-2(B) UNDER
THE EXCHANGE ACT (17 CFR 240.14D-2(B))
|_| PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 13E-4(C) UNDER
THE EXCHANGE ACT (17 CFR 240.13E- 4(C))
INFORMATION TO BE INCLUDED IN THE REPORT
OTHER EVENTS.
AT OUR SPECIAL MEETING OF STOCKHOLDERS ON MARCH 31, 2006, STOCKHOLDERS APPROVED
THE FOLLOWING:
CAST VOTES ELECTING STEVEN D. RUDNIK, STEVEN GRAY, JOERG KLAUBE AND JOSEPH
TOMASEK AS DIRECTORS OF THE COMPANY TO SERVE UNTIL THE NEXT ANNUAL MEETING OF
SHAREHOLDERS AS FOLLOWS:
STEVEN D. RUDNIK: 71,699,130 FOR, 1,931,670 AGAINST, 351,821 ABSTAIN
STEVEN GRAY: 73,301,464 FOR, 333,336 AGAINST, 351,821 ABSTAIN
JOERG H. KLAUBE 73,468,131 FOR, 166,669 AGAINST, 351,821 ABSTAIN
JOSEPH J. TOMASEK 73,468,131 FOR, 166,669 AGAINST, 3,018,521 ABSTAIN
APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE
AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM 200,000,000 SHARES TO
300,000,000 SHARES.
FOR: 66,078,423 AGAINST: 8,800,197 ABSTAIN: 2,074,201
APPROVAL OF AN AMENDMENT TO THE EMPLOYMENT AGREEMENT FOR STEVEN D. RUDNIK:
FOR: 29,094,463 AGAINST: 6,930,509 ABSTAIN: 358,169
RATIFICATION OF THE APPOINTMENT OF ROSENBERG RICH BAKER BERMAN & COMPANY AS THE
COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005:
FOR: 75,696,983 AGAINST: 6,437 ABSTAIN: 1,247,801
ON MARCH 31, 2006, WE AMENDED OUR CERTIFICATE OF INCORPORATION TO INCREASE THE
AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM 200,000,000 SHARES TO
300,000,000 SHARES.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS. THE FOLLOWING EXHIBITS ARE FILED HEREWITH:
3.1 CERTIFICATE OF AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION FILED MARCH 31, 2006.
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, THEREUNTO DULY AUTHORIZED.
MAGNITUDE INFORMATION SYSTEMS, INC.
DATED: APRIL 5, 2006 BY: /S/ JOERG H. KLAUBE
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JOERG H. KLAUBE
CHIEF FINANCIAL OFFICER