SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 6, 2005
-------------------------------
ZAPATA CORPORATION
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Nevada
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-4219 74-1339132
--------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
100 Meridian Centre, Suite 350, Rochester, New York 14618
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(585) 242-2000
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
1
INFORMATION TO BE INCLUDED IN THE REPORT
Section 5 - Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal
Year
On April 6, 2005, Zapata Corporation (the "Company") filed a Certificate
of Change to the Company's Certificate of Incorporation increasing the Company's
authorized shares to 132,000,000 shares of common stock, 1,600,000 shares of
preferred stock and 14,400,000 shares of preference stock. The newly authorized
shares are necessary to accommodate the eight-for-one stock split of the
Company's common stock described below, effective as of April 6, 2005.
Section 8 - Other Events
Item 8.01 Other Events
On March 21, 2005, the Board of Directors of the Company approved an
eight-for-one stock split of its common stock, effective as of the close of
business on April 6, 2005. The additional shares will be distributed on April 6,
2005 to stockholders of record as of March 30, 2005.
Amendment to Registration Statements
The Registrant is acting pursuant to Rule 416 under the Securities Act
of 1933 ("Rule 416") regarding the Registration Statements listed below (the
"Registration Statements"). Pursuant to Rule 416(a), if a registration statement
purports to register securities to be offered pursuant to terms which provide
for a change in the amount of securities being offered or issued to prevent
dilution resulting from stock splits, such registration statement shall be
deemed to cover the additional securities to be offered or issued as a result of
any such stock split.
Therefore, each of the Registration Statements is amended to include the
language set forth on Exhibit 99.2.
The Registration Statements are set forth as follows:
Registration Statement Number
333-43223
333-45568
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
2
Exhibit No. Description
----------- -----------
Exhibit 99.1 Certificate of Change to Certificate of Incorporation
dated April 6, 2005
Exhibit 99.2 Rule 416(a) language for inclusion in the
Registration Statements
3
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.
ZAPATA CORPORATION
Date: April 8, 2005 By: /s/ Leonard DiSalvo
---------------------------------------
Name: Leonard DiSalvo
Title: Vice President - Finance and CFO
4
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit 99.1 Certificate of Change to Certificate of
Incorporation dated April 6, 2005
Exhibit 99.2 Rule 416(a) language for inclusion in the
Registration Statements
5