U. S. 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): August 13, 2003
Softstone Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
000-29523
(Commission File Number)
73-1564807
(IRS Employer I.D. Number)
111 Hilltop Lane
Pottsboro, TX 75076
(903) 786-9618
(Address and telephone number of registrant's principal
executive offices and principal place of business)
Item 5. Other Events.
------------------------
On August 13, 2003, Softstone Inc. filed its Certificate of Amendment to
Certificate of Incorporation with the Secretary of State of the State of
Delaware (1) changing its name to "TS Electronics, Inc." and consolidating the
common stock of the corporation.
The stock consolidation to 600,000 shares, $0.001 par value, effective
August 14, 2003, consolidates each 21.8045 outstanding shares to one share, with
fractional shares being rounded up or down to the nearest whole number.
The amendments to the company's Certificate of Incorporation were duly
adopted in accordance with the provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware.
Item 7. Financial Statements and Exhibits.
-----------------------------------------------
(a) Financial Statements.
None
(b) Exhibits.
Number Description
------ -----------
3(i) Certificate of Amendment of Certificate of Incorporation of
Softstone 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.
SOFTSTONE INC.
By:/s/ Keith P. Boyd
Date: August 15, 2003 --------------------------------------
Keith P. Boyd, President and Director
2
Softstone Inc.
Commission File No. 000-29523
EXHIBITS TO FORM 8-K
CURRENT REPORT
Date of Report (date of earliest event reported): August 13, 2003
The following exhibits are filed with this Form 8-K:
Number Description
------ -----------
3(i) - Certificate of Amendment of Certificate of Incorporation of
Softstone Inc.
Delaware
The First State
PAGE 1
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "SOFTSTONE INC.", CHANGING ITS NAME FROM "SOFTSTONE INC." TO "TS
ELECTRONICS, INC.", FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF AUGUST, A.D.
2003, AT 2:28 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL]
/s/ Harriet Smith Windsor
------------------------------------------------
Harriet Smith Windsor, Secretary of State
2998297 8100 AUTHENTICATION: 2581565
030528918 DATE: 08-13-03
Exhibit 3(i)
Page 1 of 2 Pages
State of Delaware
Secretary of State
Division of Corporations
Delivered 02:28 PM 08/13/2003
FILED 02:28 PM 08/13/2003
SRV 030528918 - 2998297 FILE
State of Delaware
Certificate of Amendment of
Certificate of Incorporation of
Softstone, Inc.
First: That at a meeting of the board of directors of Softstone, Inc.
resolutions were adopted setting forth a proposed amendment to the Certificate
of Incorporation of said corporation, declaring said amendment to be advisable
and, because of time limitations, to be submitted to stockholders for their
written consent in lieu of a meeting for consideration thereof. The resolutions
setting forth the proposed amendments are as follows:
Resolved, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "1" so that, as amended,
said Article shall be and read as follows:
"1. The name of the corporation is TS Electronics, Inc."
And Resolved Further, that the Certificate of Incorporation of this corporation
be amended by adding an Article thereof numbered "11" which shall be and read as
follows:
"11. All shares of Common stock of this corporation issued and
outstanding on August 11, 2003 shall be consolidated, pro rata, to
600,000 shares with any fractional shares so obtained being rounded up
or down to the nearest whole number."
Second: That thereafter, pursuant to resolution of its board of directors, in
accordance with Section 228 of the General Corporation Law of the State of
Delaware and by the written consent of stockholders in lieu of a meeting, the
necessary number of shares as required by statute were obtained in favor of the
amendments.
Third: That said amendments were duly adopted in accordance with the provisions
of Sections 228 and 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 amendments.
By:/s/ Keith P. Boyd
-------------------------------------
(Authorized Officer)
Name: Keith P. Boyd, President
Exhibit 3(i)
Page 2 of 2 Pages