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): June 8, 2006
CANEUM, INC.
(Exact Name of Registrant as Specified in Charter)
NEVADA 000-30874 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
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 8.01 Other Events
Description of Common Stock
The description of the common stock of Caneum, Inc. (the "Company")
contained in its registration statement on Form 10-SB (Commission File No.
000-30874) filed with the Commission on July 21, 2000, is amended to provide
the following information:
The shares of common stock are all of the same class and entitled to the
same rights and privileges as all other shares of common stock. The Company
is authorized to issue 100,000,000 shares of $.001 par value common stock.
The holders of common stock are entitled to equal dividends and
distributions, per share, with respect to the common stock when, as and if
declared by the Board of Directors from funds legally available therefore.
No holder of any shares of common stock has a pre-emptive right to subscribe
for any securities of the Company nor are any common shares subject to
redemption or convertible into other securities of the Company. Upon
liquidation, dissolution or winding up of the Company, and after payment of
creditors and preferred stockholders, if any, the assets will be divided
pro-rata on a share-for-share basis among the holders of the shares of common
stock.
Each share of common stock is entitled to one vote with respect to the
election of any director or any other matter upon which shareholders are
required or permitted to vote. Under Nevada corporate law, holders of the
Company's common stock do not have cumulative voting rights, so that the
holders of more than 50% of the combined shares voting for the election of
directors may elect all of the directors, if they choose to do so and, in
that event, the holders of the remaining shares will not be able to elect any
members to the Board of Directors. Notwithstanding this, Section 2115 of
California corporate law would apply certain provisions of California
corporate law to foreign corporations such as the Company. In particular
Section 708 of California corporate law which mandates that shareholders have
the right of cumulative voting at the election of directors would apply to
the Company. This means that a shareholder entitled to vote at any election
of directors may cumulate his votes and give one candidate a number of votes
equal to the number of directors to be elected multiplied by the number of
votes to which his shares are normally entitled, or may distribute his votes
on the same principle among as many candidates as he thinks fit.
There are additional material rights of the Company's shareholders which
are affected by virtue of it being a "pseudo-California" corporation under
Section 2115. Under Section 305 of California corporate law, if a vacancy in
the board of directors is filled by the remaining directors and the directors
appointed by the board constitute a majority, any shareholders owning an
aggregate of 5% or more of the outstanding shares have the right to call a
special meeting of shareholders to elect the entire board. Under Section 506
of California corporate law shareholders receiving any prohibited
distribution for dividends, liquidation, redemption of shares, or similar
transaction, with knowledge of facts indicating the impropriety thereof is
liable to the corporation for the benefit of all of the creditors or
shareholders entitled to institute action for the amount so received by the
shareholder. Section 710 of California corporate law also limits the ability
of a corporation to provide for super-voting shares by requiring approval of
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super-voting provisions by at least as large a portion of the outstanding
shares as is required pursuant to the super-voting provisions and renewal of
the provisions by the same portion every two years. Under Section 1300 of
California corporate law shareholders have the right to vote, and have
dissenters' rights, in any transaction resulting in a change of control or in
an acquisition of all or substantially all of the assets of another
corporation. Under Section 1600 any shareholder or shareholders owning at
least 5% of the outstanding shares may inspect and copy the record of
shareholders' names and addresses or may obtain a shareholders' list from the
transfer agent. Section 1601 also permits any shareholder to inspect the
accounting books and records and minutes of proceedings of the shareholders
and the board and committees, provided that the inspection is for a purpose
reasonably related to the shareholder's interests as a shareholder.
2002 Stock Option/Stock Issuance Plan
The Company's 2002 Stock Option/Stock Issuance Plan was amended
effective June 8, 2006, to increase the number of shares authorized under the
Plan to 15,000,000 shares.
Item 9.01 Exhibits
(d) The following exhibits are included with this report:
Exhibit No. Description
4.2 2002 Stock Option/Stock Issuance Plan, as amended and
effective June 8, 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 hereunto duly authorized.
Caneum, Inc.
Date: June 7, 2006 By /s/ Sukhbir Singh Mudan
Sukhbir Singh Mudan, President
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