-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C0fQl8XpV/1ta08/MjIomevdS9F15eZlPJGDkjz7UVcC8D/NyTxlHismn027BIvH OtvRtZjLvhPgxdtrlcDrEw== 0000950147-99-000172.txt : 19990303 0000950147-99-000172.hdr.sgml : 19990303 ACCESSION NUMBER: 0000950147-99-000172 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990301 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GO VIDEO INC CENTRAL INDEX KEY: 0000784721 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 860492122 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09706 FILM NUMBER: 99554865 BUSINESS ADDRESS: STREET 1: 14455 N HAYDEN RD STE 219 CITY: SCOTTSDALE STATE: AZ ZIP: 85260-6949 BUSINESS PHONE: 6029983400 MAIL ADDRESS: STREET 1: 14455 N HAYDEN RD STREET 2: STE 219 CITY: SCOTTSDALE STATE: AZ ZIP: 85260-6949 8-K 1 CURRENT REPORT DATED MARCH 1, 1999 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 1999 --------------- Sensory Science Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 2-331855 86-0492122 - --------------- ------------ ---------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification Number) incorporation) 7835 East McClain Drive, Scottsdale, Arizona, 85260 --------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (602) 998-3400 --------------- Go-Video, Inc. ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. Effective March 1, 1999, the company filed a Certificate of Amendment with the Secretary of State of Delaware to amend its Certificate of Incorporation to change its name to Sensory Science Corporation. The stockholders approved the name change at the Annual Meeting held on August 20, 1998. Stockholders are not required to exchange their certificates and the company's stock will continue to be traded on the American Stock Exchange under the symbol VCR. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Exhibit Number Description Page ------ ----------- ---- 3.1 Certificate of Amendment of the 3 Certificate of Incorporation of Go-Video, Inc., 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. SENSORY SCIENCE CORPORATION Dated: March 1, 1999 /s/ Douglas P. Klein ----------------------------------------------- Douglas P. Klein Senior Vice President, Chief Financial Officer, Secretary and Treasurer EX-4.1 2 CERTIFICATE OF AMENDMENT Exhibit 4.1 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF GO-VIDEO, INC. The undersigned, Go-Video, Inc. (the "Corporation"), a corporation existing pursuant to the General Corporation Law of Delaware, as amended, desiring to give notice of corporate action effectuating amendment of certain provisions of its Certificate of Incorporation, sets forth the following facts: FIRST: Section 1 of the Certificate of Incorporation of the Company shall be amended to read as follows: The name of the corporation is: Sensory Science Corporation. SECOND: The manner of adoption of vote by which the Amendment was approved by the Corporation is as follows: Action by Directors. The Board of Directors of the Corporation, as of June 18, 1998, duly adopted resolutions proposing the Amendment to the stockholders. Action by Stockholder. There were present at the Annual Meeting, either in person or by proxy, 11,438,405 shares, which constituted a quorum. 11,126,503 stockholders voted in favor of the Amendment, 71,835 voted against, and 240,067 abstained. THIRD: The effective date of this Article of Amendment to the Certificate of Incorporation shall be MARCH 1, 1999. IN WITNESS WHEREOF, the undersigned Corporation has caused these Articles of Amendment to be signed by Douglas P. Klein, its Senior Vice President, Chief Financial Officer, Secretary and Treasurer. GO-VIDEO, INC. /s/ Douglas P. Klein ----------------------------------------------- By: Douglas P. Klein Its: Senior Vice President, Chief Financial Officer, Secretary and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----