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) May 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))
INFORMATION TO BE INCLUDED IN THE REPORT SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL YEAR. The Board of Directors of Zapata Corporation ("ZAPATA" or the "COMPANY") has approved an amendment to Article I, Section 6 of the Company's By-Laws effective as of May 6, 2005. The amendment to Article I, Section 6 provides that the officer or agent in charge of the Company's stock records will maintain a complete list of the Company's stockholders which shall be available for review during ordinary business hours not less than ten days prior to stockholder meetings at either the principal office of the Company or at the place where the meeting is to be held, as indicated in the notice of the meeting. The amendment to Article I, Section 6 also provides that the stockholder list shall be prima facie evidence of the identity of stockholders entitled to examine the stockholder list and vote at the meetings. The text of the previous Article I, Section 6 and the text of the amended Article I, Section 6 of the Company's By-Laws are attached to this report as Exhibit 3. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description ----------- ----------- Exhibit 3 Text of Previous Article I, Section 6 and Text of Amended Article I, Section 6 Exhibit 23.1 Consent of PricewaterhouseCoopers LLP dated May 6, 2005 -2-
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: May 6, 2005 By: /s/ Leonard DiSalvo -------------------------------- Name: Leonard DiSalvo Title: Vice President - Finance and CFO -3-
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- Exhibit 3 Text of Previous Article I, Section 6 and Text of Amended Article I, Section 6 Exhibit 23.1 Consent of PricewaterhouseCoopers LLP dated May 6, 2005 -4-
EXHIBIT 3 Text of Previous Article I, Section 6 LIST OF STOCKHOLDERS. It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of the stock ledger, either directly or through a transfer agent appointed by the Board, to prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order. Such list shall be open to the examination of any stockholder at the place where said meeting is to be held for said ten (10) days, and shall be produced and kept at the time and place of the meeting during the whole time thereof, and subject to the inspection of any stockholder who may be present. The original or a duplicate stock ledger shall be the only evidence as to who are the stockholders entitled to examine such list or the books of the Corporation or to vote in person or by proxy at such meeting. Text of Amended Article I, Section 6 LIST OF STOCKHOLDERS. The officer or agent having charge and custody of the stock transfer books of the Corporation, shall prepare, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares having voting privileges registered in the name of each stockholder. The list must be arranged by class or series of shares. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of not less than ten (10) days prior to such meeting either at the principal office of the Corporation or at a place within the city where the meeting is to be held, as specified in the notice of the meeting. The original stock ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to identity of the stockholders entitled to examine such list or stock ledger or transfer book and to vote at any such meeting of the stockholders. The failure to comply with the requirements of this Section shall not affect the validity of any action taken at said meeting.
EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 333-43223, 333-45568 and 33-19085) of our report dated March 11, 2005 relating to the consolidated financial statements, consolidated financial statement schedules, management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, of Zapata Corporation, which appears in Zapata Corporation's Annual Report on Form 10-K for the year ended December 31, 2004. PricewaterhouseCoopers LLP Rochester, New York May 6, 2005 -6-