-----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, OkC4Squ0gPniR/70IXmXBEpS+6HsgT6wo2w1pu2B94PDUYXUiaH5rU+UMeV+Da3m jx3ASfMc/HeGSP8AOcv1Jw== 0001144204-05-036902.txt : 20051121 0001144204-05-036902.hdr.sgml : 20051121 20051121092040 ACCESSION NUMBER: 0001144204-05-036902 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051117 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051121 DATE AS OF CHANGE: 20051121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY INTELLIGENCE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001117258 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 650928369 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31779 FILM NUMBER: 051216726 BUSINESS ADDRESS: STREET 1: 145 HUGUENOT STREET CITY: NEW ROCHELLE STATE: NY ZIP: 10801 BUSINESS PHONE: 9146548700 MAIL ADDRESS: STREET 1: 145 HUGUENOT STREET STREET 2: SUITE __ CITY: NEW ROCHELLE STATE: NY ZIP: 10801 FORMER COMPANY: FORMER CONFORMED NAME: HIPSTYLE COM INC DATE OF NAME CHANGE: 20001016 8-K 1 v029966_8k.txt 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) November 17, 2005 SECURITY INTELLIGENCE TECHNOLOGIES, INC. ---------------------------------------- Exact name of Company as specified in its charter) Florida 000-31779 65-0928369 -------- --------- ------------ (State or other (Commission (IRS Employer jurisdiction of Formation) File Number) Identification No.) 145 Huguenot Street, New Rochelle, NY 10801 ------------------------------------- ----- (Address of principal executive offices) (Zip Code) Company's telephone number, including area code (914)-654-8700 Item 5.03 Amendment to Articles of Incorporation or By-laws On November 17, 2005 the Company's board of directors authorized a three-for-one stock distribution pursuant to which the Company will issue two shares of common stock for each share outstanding on the record date, November 28, 2005. The shares will be distributed to stockholders on or about December 5, 2005. In connection with the stock distribution, the board of directors, on November 17, 2005, authorized an amendment to the Company's Articles of Incorporation increasing the number of authorized shares of the Company's common stock, par value $.0001 per share, from 100,000,000 to 300,000,000, effective on November 28, 2005. Item 9.01 Financial Statements and Exhibits. (c) Exhibits 3.1 Articles of Amendment relating to the number of authorized shares of common stock of the Company. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly authorized and caused the undersigned to sign this Report on the Company's behalf. SECURITY INTELLIGENCE TECHNOLOGIES, INC. By: /s/ BEN JAMIL ------------- Ben Jamil, President and Chief Executive Officer Dated: November 21, 2005 EX-3.1 2 v029966_ex3-1.txt Exhibit 3.1 ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF SECURITY INTELLIGENCE TECHNOLOGIES, INC. Document No. of Corporation: P99000056378 Pursuant to the provisions of section 607.1006, Florida Statutes Ben Jamil, chief executive officer of Security Intelligence Technologies, Inc., a Florida corporation, does hereby certify as follows: 1. The name of the corporation (the "Corporation") is Security Intelligence Technologies, Inc. 2. The amendment was duly adopted by the board of directors of the Corporation on November 17, 2005 in accordance with Florida Statutes 607.10025, in connection with a division, as defined in Florida Statutes 607.10025(1), of the Corporation's common stock. 3. The amendment does not adversely affect the rights or preferences of the holders of outstanding shares of any class or series and does not result in the percentage of authorized shares that remain unissued after the division exceeding the percentage of authorized shares that were unissued before the division. 4. The division is a three-for-one stock distribution whereby the Corporation will issue two shares of common stock to its stockholders for each share of common stock owned by them of record on the record date. The class or series of shares subject to the division is the common stock, par value $.0001 per share. The number of outstanding shares of common stock is 27,223,094. As a result of the division, the Corporation will issue an additional 54,446,188 shares of common stock, bringing the total outstanding common stock to 81,669,282 shares. 5. Article V(a) of the Corporation's Articles of Incorporation is being amended to read as follows: "(a) The maximum number of shares of stock that this Corporation is authorized to have outstanding at any one time is (a) three hundred million (300,000,000) shares of common stock, par value, $.0001 per share, and (b) ten million (10,000,000) shares of preferred stock, par value $.0001 per share (the "Preferred Stock")." 6. The record date for determining stockholders entitled to receive the additional shares issuable as a result of the division is November 28, 2005, and such additional shares of common stock will be distributed to stockholders on or about December 5, 2005. Accordingly, the amendment to the Articles of Incorporation shall become effective on November 28, 2005. IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment on November 17, 2005. By:/s/ BEN JAMIL ------------------------------------- Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----