UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934
Date of Report (date of earliest event reported) : September 24, 2007
Discovery Technologies, Inc.
(Exact name of registrant as specified in charter)
Kansas
(State or other jurisdiction of incorporation)
000-18606 36-3526027
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(Commission File Number) (IRS Employer Identification No.)
5353 Manhattan Circle
Suite 101
Boulder, CO 80303
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(Address of principal executive offices) (Zip Code)
303-499-6000
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(Issuer's Telephone Number)
Not applicable.
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule l4d-2(b) under the
Exchange Act (17 CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS
On September 24, 2007, the shareholders of Discovery Technologies, Inc., a
Kansas corporation ("Discovery Technologies Kansas) approved the merger of
Discovery Technologies Kansas into Discovery Technologies, Inc., a Nevada
corporation ("Discovery Technologies Nevada"), by a vote of : 15,266,952 shares
for; 0 shares against; and 0 shares abstained. The merger, scheduled to be
effective on October 16, 2007, will be as provided in the Agreement and Plan of
Merger included as an exhibit to the definitive proxy statement filed with the
Commission on August 31, 2007.
In accordance with the Agreement and Plan of Merger, the following events are
scheduled to occur, effective October 16, 2007: 1) a change in registrant's
domicile from the State of Kansas to the State of Nevada; 2) the adoption of the
Articles of Incorporation of Discovery Technologies Nevada under the laws of the
state of Nevada (as provided in the proxy materials); 3) the issued and
outstanding shares of common stock of Discovery Technologies Kansas will
automatically convert into the right to receive shares of Discovery Technologies
Nevada Common Stock at a ratio of nine (9) shares of common stock of Discovery
Technologies Kansas for one (1) share of Discovery Technologies Nevada Common
Stock; 4) the adoption of the bylaws of Discovery Technologies Nevada under the
laws of the state of Nevada (as provided in the proxy materials); and 5) the
persons presently serving as executive officers and directors of Discovery
Technologies Kansas will serve in their same respective positions with Discovery
Technologies Nevada.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
None.
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.
DISCOVERY TECHNOLOGIES, INC.
By: /s/ Michael Friess
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Name: Michael Friess
Title: Chief Executive Officer and President
Dated: September 26, 2007