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): APRIL 11, 2003
ANZA CAPITAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA O-24512 88-1273503
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification
No.)
3200 BRISTOL STREET, SUITE 700
COSTA MESA, CA 92626
(Address of principal executive offices) (zip code)
(714) 866-2100
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
At the 2003 Annual Meeting of Shareholders, held on April 11, 2003, the
shareholders approved the following:
1. The election of Vincent Rinehart, Scott A. Presta, Kenneth Arevalo
and L. Wade Svicarovich to the Board of Directors;
2. An amendment to the Articles of Incorporation of the Company to
effectuate a one (1) for twenty (20) reverse stock split of the Company's
issued and outstanding common stock;
3. An amendment to the Articles of Incorporation of the Company to
increase the authorized preferred stock to 2,500,000 shares;
4. The adoption of Restated Articles of Incorporation for the purpose of
consolidating previous amendments to the Company's Articles of Incorporation;
5. The Anza Capital, Inc. 2003 Omnibus Securities Plan;
6. The Second Restated Bylaws of Anza Capital, Inc.;
7. The ratification of the appointment of McKennon Wilson & Morgan LLP,
Certified Public Accountants, as independent auditors of the Company for the
fiscal year ending April 30, 2003;
8. The ratification of recent restructuring transactions involving
preferred stockholders and debtholders;
9. The ratification of the Company's stock repurchase plan;
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10. The ratification of the Company's acquisition strategy.
Details of each of the approved agenda items can be reviewed in the
Company's 14C Information Statement on file with the SEC.
Included as exhibits to this Current Report on Form 8-K are the material
documents and agreements executed in connection with the agenda items approved
at the shareholders meeting.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE
The following Exhibits are filed as part of this report.
EXHIBITS
ITEM NO. DESCRIPTION
--------- -----------
3.1 Certificate of Amendment of Articles of Incorporation of Anza
Capital, Inc.
3.2 Restated Articles of Incorporation of Anza Capital, Inc.
3.3 Second Restated Bylaws of Anza Capital, Inc.
4.1 Anza Capital, Inc. 2003 Omnibus Securities Plan
4.2 Form of Incentive Stock Option Agreement relating to
options granted under the Plan
4.3 Form of Non Statutory Stock Option Agreement relating to
options granted under the Plan
4.4 Form of Common Stock Purchase Agreement relating to
restricted stock granted under the Plan
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4.5 Stock Exchange Agreement dated February 28, 2003 with
Keyway Investments, Ltd.
4.6 Warrant Agreement No. 1 with Keyway Investments, Ltd.
4.7 Warrant Agreement No. 2 with Keyway Investments, Ltd.
4.8 Warrant Agreement No. 3 with Keyway Investments, Ltd.
4.9 Stock Exchange Agreement dated February 28, 2003 with
Cranshire Capital, L.P.
4.10 Warrant Agreement No. 1 with Cranshire Capital, L.P.
4.11 Warrant Agreement No. 2 with Cranshire Capital, L.P.
4.12 Warrant Agreement No. 3 with Cranshire Capital, L.P.
4.13 Stock Exchange Agreement dated February 28, 2003 with EURAM
Cap Strat. "A" Fund Limited
4.14 Warrant Agreement No. 1 with EURAM Cap Strat. "A" Fund
Limited
4.15 Warrant Agreement No. 2 with EURAM Cap Strat. "A" Fund
Limited
4.16 Warrant Agreement No. 3 with EURAM Cap Strat. "A" Fund
Limited
4.17 Stock Exchange Agreement dated February 28, 2003 with the
dotCom Fund, LLC
4.18 Warrant Agreement No. 1 with the dotCom Fund, LLC
4.19 Warrant Agreement No. 2 with the dotCom Fund, LLC
4.20 Warrant Agreement No. 3 with the dotCom Fund, LLC
4.21 Stock Exchange Agreement dated February 28, 2003 with
Barbara Dunster
4.22 Stock Exchange Agreement dated February 28, 2003 with the
Staron Family Trust
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4.23 Debt Exchange Agreement dated February 28, 2003 with
Vincent Rinehart
4.24 Certificate of Designation for Series D Convertible
Preferred Stock
4.25 Certificate of Designation for Series E Convertible
Preferred Stock
4.26 Certificate of Designation for Series F Convertible
Preferred Stock
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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.
Dated: April 21, 2003 Anza Capital, Inc.,
a Nevada corporation
/s/ Vincent Rinehart
----------------------------------------
By: Vincent Rinehart
Its: President and Chief Executive
Officer
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