SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
April 20, 2001
FLEXPOINT SENSOR SYSTEMS, INC.
(Exact name of registration as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-24368 87-0620425
(Commission file number) (IRS employer identification no.)
6906 South 300 West, Midvale, Utah 84047
(Address of principal executive offices) (ZIP code)
(801) 568-5111
(Registrant's telephone number, including area code)
This document contains a total of 3 pages.
Item 5. Other Events
The Company previously reported a transaction with Aspen Capital
Resources, LLC ("Aspen") in a Form 8-K dated October 5, 2000 wherein it was
reported that the Company issued 50,000,000 shares to Aspen for conversion of
$50,000 in principal owing on outstanding debentures issued by Company to Aspen.
The conversion price was reported as par value, or $0.001 per share, on a day
when the shares of the Company were trading at approximately $0.2812 per share.
Current management believes that the transaction was unlawful, and was not made
pursuant to the requirements of the Delaware Code. Accordingly, the board of
directors has directed John Sindt, President and Chairman of the Board of
Directors, to undertake whatever actions are necessary to cancel the shares
issued on October 5, 2000, either through negotiations or litigation.
Pending resolution of this transaction, and to facilitate the efforts
of Mr. Sindt to resolve the transactions with Aspen, the Board of Directors has
authorized by resolution dated April 13, 2001 the designation of a class of
preferred shares as the Series 2001 Super-Voting Preferred Shares, having a par
value of $0.001 per share. Each share shall have the right to cast 100 votes per
share at any meeting, or upon any measure, wherein the holders of common stock
of the corporation are entitled to vote. Such super-voting rights shall expire
on July 1, 2004 unless otherwise extended by the board of directors. The board
has authorized, and directed the stock transfer agent of the corporation to
issue 800,000 shares of the Series 2001 Super-Voting Preferred Shares in the
name of John Sindt.
On Friday, April 20, 2001, Mr. Sindt announced the appointment of
Donald E. Shelley, 53 of Salt Lake City, Utah, and Eric Jergensen, 41 of Salt
Lake City, Utah as directors of the corporation. Mr. Shelley is a CPA, and
graduated from Brigham Young University in accounting. Mr. Jergensen is a
graduate of the University of Utah, holding a degree in Engineering, and an MBA.
These appointments bring the total number of directors to three. John F. Trotter
II resigned as a director effective February 7, 2001, Don Jackson resigned as a
director on February 6, 2001, Joe Johnson resigned as a director January 26,
2001 and Jeff Coleman resigned as a director on December 31, 2000.
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.
FLEXPOINT SENSOR SYSTEMS, INC.
Date: April 20, 2001
By /s/ JOHN SINDT
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John Sindt
President