Piccard Medical Corp – ‘8-K’ for 1/31/00

On:  Friday, 2/4/00   ·   For:  1/31/00   ·   Accession #:  1099341-0-5   ·   File #:  0-28209

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5±    19K 

Document Table of Contents

Form 8-K                                                                        

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UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
Washington, DC 20549                                                            

FORM 8-K                                                                        
CURENT REPORT                                                                   
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934          

Date of Report (Date of earliest reported)                          
Jan 31 2000                                                         

Piccard Medical Corporation                                     
____________________________________________________________________
(Exact name of registrant as specified in its chapter)              

Delaware                                                        
_________________________                                           
(State or other jurisdiction                                        
of incorporation                                                    
(Commission                                                         
File Number)                                                        
(IRS Employer         41-1716477                                    
Identification No.) _______________                                 

120 2nd Street P.O. Box 170 Weyerhaeuer WI. 54895               
____________________________________________________________      
(Address of principal executive offices)                            
(Zip Code)                                                          

(715) 353-2810                                                  
________________________                                            
Registrant's telephone number, including area code                  

N/A                                                             
__________________________________________________________          
(Former name or former address, if changed since last report)       

GENERAL INSTRUCTIONS                                                            

Item 5. Other Events.                                                           
Certificate of Amendment of   
                                                    Certificate of Incorporation

Piccard Medical  Corporation ( formerly SPINA COMPANY INC.). a corporation      
organized and existing under and by virtue of the General Corporation Law Of    
the State of Delaware,                                                          

DOES HEREBY CERTIFY:                                                            

FIRST, that a meeting of the Board of Directors of Piccard Medical              
Corporation ( formerly SPINA COMPANY INC. ) resolutions were duly adopted       
setting forth a proposed amendment of the Certificate of Incorporation of       
said corporation, declaring said amendment to be adviseable and calling a       
meeting of the stockholders of said corporation for consideration thereof.      
The resolution setting forth the proposed amendment as follows:                 

RESOLVED, that the Certificate of Incorporation of this corporation be          
amended by changing the Article thereof numbered FOURTH  so that , as           
amended, said Article shall be and read as follows:                             

The corporation shall have the authority to issue five hundred million          
(500,000,000) shares of common stock at a par value of 0.0000001.               

SECOND: That thereafter, pursuant to resolution of its Board of Directors,      
aspecial meeting of the stockholders of said corporation was duly called and    
held, upon notice in accordance with Section 222 of the General Corporation     
Law of the State of Delaware at which meeting the necessary number of shares    
as required by statute were voted in favor of the amendment.                    

THIRD: That said amendment was duly adopted in accordance with the provisions   
of Section 242 of the General Corporation Law of the State of Delaware.         

FOURTH: That the capital of said corporation shall not be reduced under or by   
reason of said amendment.                                                       

IN WITNESS WHEREOF, Piccard Medical Corporation (formerly SPINA COMPANY INC.)   
has caused this certificate to be signed by                                     

David Espeseth                                                    
__________________________________________  its President and                   

Mike McKeever                                                 
_________________________________________ its Secretary,                        

this  19th day of January, 2000.                                                

David Espeseth                                            
                            By: ________________________
                                         President

Mike McKeever                                           
            By: ________________________
                                         Secretary

Waiver and Notice and Consent to Action at a Special                    
Meeting by the Board of Directors of Piccard Medical Corp.              
                   ( A Delaware Corp.)

                                                              January, 28, 2000.

WHEREAS, the Company is in need of substantial capital to grow and              

WHEREAS, two Directors ( David Espeseth and Mike Mckeever ) have pledged to     
provide the Company with substantial capital ($10,000,000 usd) for the          
issuance of  481, 794,400 restricted shares ( approx. $0.0207 per share )       

WHEREAS, the Company is capable of issuing shares for cash and                  

WHEREAS, after due deliberation, the Board of Directors has considered the      
proposed transaction and believes it to be in the best interests of the         
Corporation and it's shareholders ; it is                                       

RESOLVED, that the Company shall issue to David Espeseth  240,897,200 for a     
demand note for $ 5,000,000 usd (five million usd) due on demand and or as      
the Company requires it . Mr. Espeseth shall have 90 days to obtain the money   
to be delivered to the Company. Until such funds are delivered , Mr. Espeseth   
agrees not to sell, assign, loan, pledge or otherwise offer these shares to     
anyone other than those persons and/or companies that are providing the         
$5,000,000 to be forwarded to the Company, and                                  

RESOLVED, that the Company shall issue to Mike McKeever 240,897,200 for a       
demand note for $ 5,000,000.00 usd ( five million usd ) due on demand and or    
as the Company requires it. Mr. McKeever shall have the same 90 days to         
obtain the money to be delivered to the Company. Until those funds have been    
delivered, Mr. McKeever agrees not to sell, assign, loan, pledge, or            
otherwise offer these shares to anyone other than those persons and/or          
companies that are providing the $5,000,000 to be forwarded to the Compa        

RESOLVED, that at any time any party in this transaction feel they are unable   
to honor their respective commitments the shares shall be returned in good      
deliverable form and subsequent to receiving said shares the Company agrees     
to return the demand note to the respective person that pledged it, and         

RESOLVED FURTHER, that the Board of Directors hereby adopts each and every      
resolution in the form prescribed after having unanimous consent of each        
director and approval of more than 89% of the shareholders.                     

There being no further matters before the Board and on a motion duly made and   
seconded , the meeting was adjourned.                                           

See page two (2) an integral part of this resolution ( signatures of directors )

Philip Weiler, Director    _______________________________                      

Mike McKeever, Director    _______________________________                      

David Espeseth, Chairman,  ______________________________                       
President, Director                                                           

Larry James, Director,    _______________________________                       

                                       Summary

Piccard Medical Corporation amended its Articles of Incorporation,              
specifically item 4 of the Articles.                                            
The Company originally had an authorization capital of 50,000,000 shares. On    
January 21, 2000 the Company filed an amendment to its Articles of              
Incorporation with the State of Delaware to increase its authorized shares to   
500,000,000 from 50,000,000. This reflects a ten fold increase in its         
authorized shares. The Company increased its authorized shares to facilitate    
the capital insurgence necessary for the anticipated growth in both product     
development and current marketing of its products.                              

Secondly, the Board of Directors, with a clear majority of shareholder          
approval ( 89% ) approved the issuance of 240,897,200 shares to both David      
Espeseth ( President ) and Mike McKeever (Director) for a total combined        
increase in common shares of 481,794,400. This represents a significant         
increase in the total outstanding shares of the Company. The Company now has    
500,000,000 shares issued and outstanding. Each parcel of stock newly issued    
represents nearly 48.2% ownership in the Company. Mr Espeseth's total share     
ownership is now 250,000,000 shares or 50% of the total Company.                
Mr. McKeever's total share ownership now stands at 240,897,200 shares or        
48.2% of the total Company.                                                     
The Board of Directors approved this share issuance for the necessary           
cash insurgence of the Company. Both Mr. Espeseth and Mr. McKeever have each    
pledged $5,000,000usd for the stock. This represents on a cost per share        
basis of $0.0208, or more than double the initial public offering of this       
stock less than two years ago. The resently issued shares to Mr. Espeseth and   
Mr. McKeever are unregistered securities and therefore are restricted           
from resale pursuant to rule 144.                                               
The promissary notes combined equal a cash insurgence of $10,000,000usd into    
the company enabling the company to grow incrementally. This share for cash     
transaction was seen by the Board of Directors as in the best interest of its   
shareholders.                                                                   
If the demand notes are not paid within the 90 day time period the shares       
issued to Mrs. Espeseth and McKeever will be returned to treasury.              
These changes in the Company's authorized and issued outstanding shares         
should be looked at thoroughly before investing in this Company and             
have a dramatic effect on the control of this Company. Any investors            
should consider this before investing in this Company.                          

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.                                           

Piccard Medical Corporation             
___________________________________________           
(Registrant)                                            
January 31, 2000.           
Date _______________________________________            

David Espeseth            
___________________________________________           
(Signature)   David Espeseth, President, CEO            

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
		5/31/00
Filed on:		2/4/00		10QSB
For Period End:		1/31/00
		1/21/00
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