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
EXHIBIT 99.1 [Logo State of Nevada] DEAN HELLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz ------------------------------ Certificate of Change Pursuant to NRS 78.209 ------------------------------ Important: Read attached instructions before completing form. ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Change filed Pursuant to NRS 78.209 For Nevada Profit Corporations 1. Name of corporation: Zapata Corporation 2. The board of directors have adopted a resolution pursuant to NRS 78.207 and have obtained any required approval of the stockholders. 3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change: Common Stock-16,500,000 shares -$0.01 par value; Preferred Stock-200,000 shares-$0.01 par value; Preference Stock-1,800,000 shares-$0.01. 4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change: Common Stock-132,000,000 shares-$0.01 par value; Preferred Stock-1,600,000 shares-$0.01 par value; Preference Stock-14,400,000 shares-$0.01 par value. 5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series: 8 shares of Common Stock will be issued for each issued share of common stock outstanding before the change. No shares of Preferred Stock or Preference Stock are outstanding. 6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby: No fractional shares will be issued. 7. Effective date of filing (optional): April 6, 2005 at 5:00 p.m. Eastern Time ----------------------------------------- (must not be later than 90 days after the certificate is filed) 8. Officer Signature: Leonard DiSalvo Vice President - Finance --------------------------------- ------------------------ Signature Title IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees. Nevada Secretary of State AM 78.209 2003 Revised on: 10/24/03
EXHIBIT 99.2 Pursuant to Rule 416(a), the number of shares being registered shall be adjusted to include any additional shares which may become issuable as a result of stock splits, stock dividends or similar transactions in accordance with the adjustment provisions that govern the securities registered hereunder.