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): July 28, 2004
CANEUM, INC.
(Exact Name of Registrant as Specified in Charter)
NEVADA 0-30874 33-0916900
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
170 Newport Center Drive, Suite 220, Newport Beach, CA 92660
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (949) 273-4000
Item 5. Other Events
New Director
On July 28, 2004, Jason Daggett tendered his resignation as a director
of Caneum to be effective August 15, 2004. Immediately following the
tendering of the resignation of Mr. Daggett, the directors appointed
Douglas L. Wadkins as a director. Mr. Wadkins was also appointed to chair
Caneum's compensation committee; Mr. Ranshi will chair the audit committee.
In connection with his appointment as an outside director, Caneum granted
to Mr. Wadkins options to purchase 25,000 shares of Caneum's common stock;
for accepting appointment to the committees he received options to purchase
a total of 20,000 shares; and for accepting appointment as chair of the
compensation committee he received options to purchase 5,000 shares.
These five-year options were issued under Caneum's 2002 Stock Option/Stock
Issuance Plan and are exercisable at $3.00 per share, which the board
determined to be the fair market value of the stock on the date of the
grant. The options vest at the rate of one-quarter of the total options
granted at the end of every three months. These securities to be issued to
Mr. Wadkins will not be registered under the Securities Act and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
Since May 2004, Mr. Wadkins has been employed as Chief Technology
Officer for Edgewater Networks, Inc., a company which manufactures and
sells converged network voice, video, and data security and quality
assurance appliances. From November 2000 until March 2004, he was employed
as Senior Manager Product Marketing Voice Technology Group, Solution Lead
Hosted IP Telephony, and Senior Manager Corporate Business Development for
Cisco Systems, Inc., which manufactures and sells networking and
communications projects. From March 1999 until November 2000, Mr. Wadkins
was employed as Chief Operating Officer for Vovida Networks, Inc., a
developer of Voice over Internet Protocol control software. Mr. Wadkins
received his Bachelor of Science Degree in Mechanical Engineering in 1987
from the University of Idaho, and received his Master of Science Degree in
Mechanical Engineering in 1993 from Georgia Tech. Mr. Wadkins is 40 years
old.
The following table sets forth certain information concerning the
ownership of Caneum's common stock as of July 28, 2004, by Mr. Wadkins:
Amount and Nature
Name of of Beneficial
Beneficial Owner Ownership(1) Percent of Class(2)
Douglas L. Wadkins 100,000 2.48%
__________
(1) These shares are held of record by Mr. Wadkins and Susan E.
Monahan, his wife, as joint tenants. These parties are deemed to
share beneficial ownership of these shares.
(2) This percentage is based on 4,036,014 shares of Caneum's
common stock outstanding on July 28, 2004.
In connection with the appointment of Mr. Wadkins as a new director,
Caneum issued a press release on August 4, 2004, a copy of which is
attached hereto and incorporated herein by reference as Exhibit 99.1.
Amendment to Bylaws
At its regular meeting held on July 28, 2004, the board authorized
certain amendments to Caneum's bylaws. These amendments included the
following items:
* The number of shares constituting a quorum at meetings of the
shareholders was reduced from a majority of the outstanding
shares to one-third.
* The chairman was granted authority to cast the deciding vote in
the event of a tie vote at any meeting of the directors.
* A hierarchy among persons holding the title of vice-president was
created.
* The offices of assistant secretary and assistant treasurer were
designated.
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A copy of the amended bylaws of Caneum it their entirety is attached
hereto as Exhibit 3.2.
Item 7. Exhibits
The exhibits set forth in the following index of exhibits are filed as
a part of this current report.
Exhibit No. Description of Exhibit
3.2 Current Bylaws, as amended July 28, 2004
99.1 Press release announcing appointment of new director
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.
Caneum, Inc.
Date: August 4, 2004 By /s/ Sukhbir Singh Mudan
Sukhbir Singh Mudan, President and
Treasurer (Principal Executive Officer
and Principal Financial and Accounting
Officer)
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