-----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, Sm45yQ/jsZq40DYFr0JrufGZRFEuRCX8iyTkV24pQnuoOOMhp5k/3EY7ilenYzwC 10UKYueKSpt+PsMYYYukHQ== 0001072613-07-001625.txt : 20070724 0001072613-07-001625.hdr.sgml : 20070724 20070724094957 ACCESSION NUMBER: 0001072613-07-001625 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070720 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070724 DATE AS OF CHANGE: 20070724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEMOTUS SOLUTIONS INC CENTRAL INDEX KEY: 0000832370 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954599440 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15569 FILM NUMBER: 07995137 BUSINESS ADDRESS: STREET 1: 16400 LARK AVE STREET 2: SUITE 230 CITY: LOS GATOS STATE: CA ZIP: 95032 BUSINESS PHONE: 4083587100 MAIL ADDRESS: STREET 1: 16400 LARK AVE STREET 2: SUITE 230 CITY: LOS GATOS STATE: CA ZIP: 95032 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK NET INC DATE OF NAME CHANGE: 19990707 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK SYSTEMS CORP /CA/ DATE OF NAME CHANGE: 19960723 FORMER COMPANY: FORMER CONFORMED NAME: LORD ABBOTT INC DATE OF NAME CHANGE: 19920703 8-K 1 form8-k_15285.txt SEMOTUS SOLUTIONS, INC. ================================================================================ UNITED STATES 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 20, 2007 SEMOTUS SOLUTIONS, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) NEVADA 0-21069 36-3574355 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 718 University Ave., Suite 202 Los Gatos, CA 95032 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (408) 399-6120 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, including area code) 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CRF 240.14d-2(b)) [ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 3.03 - MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. At 5:00 p.m., Eastern Time, on July 20, 2007, Semotus Solutions, Inc. effected a one-for-twenty reverse stock split of its common stock. Pursuant to the reverse stock split, each twenty shares of authorized and outstanding common stock have been reclassified and combined into one new share of common stock. In connection with the reverse stock split, the number of shares of common stock authorized under Semotus' Amended Articles of Incorporation was correspondingly reduced from 150 million to 7.5 million shares, without any change in par value per common share. The reverse split did not change the number of shares of Semotus' preferred stock authorized, which remains at 5 million. The exercise or conversion price, as well as the number of shares issuable under Semotus' outstanding stock options, warrants and convertible notes, have been proportionately adjusted to reflect the reverse stock split. The number of shares authorized for issuance under Semotus' equity compensation plans has also been proportionately reduced to reflect the reverse stock split. The Certificate of Amendment to the Amended Articles of Incorporation filed with the Secretary of State of the State of Nevada to effect the reverse stock split and reduce the number of shares of common stock authorized is attached to this filing as Exhibit 3.1. ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired Not applicable. (b) Pro Forma Financial Information Not applicable. (c) Exhibits. The following exhibits are filed with this report: Exhibit Number Description - -------------- ------------------------------------------------------------ 3.1 Certificate of Amendment to the Amended Articles of Incorporation, effective July 20, 2007 SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized. SEMOTUS SOLUTIONS, INC. Date: July 23, 2007 By: /s/ Anthony N. LaPine ------------------------------ Anthony N. LaPine, Chief Executive Officer EX-3.1 2 exh3-1_15285.txt CERTIFICATE OF AMENDMENT EXHIBIT 3.1 ----------- CERTIFICATE OF CHANGE PURSUANT TO NRS 78.209 Certificate of Change filed Pursuant to NRS 78.209 For Nevada Profit Corporations -------------------------- 1. Name of corporation: Semotus Solutions, Inc. 2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders. 3. The current number of authorized shares at the par value, if any, of each class or series, if any, of shares before the change: 150,000,000 shares of common stock, $0.01 par value per share, and 5,000,000 shares of preferred stock, $0.001 par value per share. 4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change: 7,500,000 shares of common stock, $0.01 par value per share, and 5,000,000 shares of preferred stock, $0.001 par value per share. 5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series: Every 20 issued and outstanding shares of common stock, $0.01 par value, shall be combined and reconstituted into one share of common stock, $0.01 par value. 6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby: Stockholders who would otherwise be entitled to fractional shares will receive a cash payment in lieu of such fraction based upon the reported closing price of the corporation's common stock on July 19, 2007. 7. Effective date of filing (optional): 7/20/07 8. Officer signature: /s/ Talesin Durant, Secretary ------------------ -----END PRIVACY-ENHANCED MESSAGE-----