SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
January 20, 2005 (January 12, 2004)
HOUSTON OPERATING COMPANY
(Exact name of registrant as specified in its charter)
Delaware 000-31553 76-0307819
(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
67 Federal Road
Building A
Suite 300
Brookfield, CT 06804
(Address of principal executive offices)
Registrant's telephone number, including area code (203) 775-1178
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
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On January 12, 2005, in accordance with previously disclosed financing and
compensation agreements between the Company and Macrocom Investors, LLC
("Macrocom"), and the Company and Michael Millon, the Managing Member of
Macrocom, (collectively, the "Agreements") the Company issued common shares of
its stock as follows: 1,000,000 shares to Macrocom in conversion of the
principal of the outstanding convertible note of July 22, 2004 in the amount of
$500,000 at the agreed price per share of $0.50; 1,000,000 shares to Macrocom
following receipt from it of $500,000 in equity financing; 500,000 shares to
Macrocom as additional consideration for the two loans of $500,000 each made by
it to the Company; and, 250,000 shares to Michael Millon as consideration for
arranging the Macrocom financing for the Company.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
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On January 19, 2005, Houston Operating Company (the "Company") announced the
appointment of Madelyn M. DeMatteo as a Director of the Company as of January
19, 2005. Ms. DeMatteo has also been designated as the financial expert of the
audit committee, and will serve as Chairman of the committee.
Prior to joining the Company, from 1978 through 2000, Ms. DeMatteo was employed
by Southern England Telecommunications. During her employment, she held the
positions of Senior Vice President , General Counsel and Corporate Secretary and
Vice President, General Counsel & Corporate Secretary from 1992-2000, Associate
General Counsel and Corporate Secretary from 1990-1991, General Attorney from
1983-1990, and Senior Attorney-Labor from 1978-1983.
From 1973-1978, Ms. DeMatteo was employed by AT&T as Senior Counsel-Labor.
Ms. DeMatteo received her B.A. from Connecticut College in 1970 and her J.D.
from the University of Connecticut in 1973.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
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On and effective as of January 19, 2005, the Board of Directors of the Company,
pursuant to Section 6.10 of the Bylaws amended Section 2.12, entitled Informal
Action by Shareholders. Section 2.12 had previously allowed action by written
consent of shareholders in lieu of a shareholders meeting only if all
shareholders entitled to vote on a matter had signed the consent. The amendment
eliminates the all shareholders requirement and allows action by written consent
of shareholders in lieu of a shareholders meeting as long as the consent is
signed by a majority of the shareholders entitled to vote on such action.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
Exhibit 3(ii).1 -- Amended Section 2.12 of the Bylaws of the Company, dated
January 6, 2005
SIGNATURE
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: January 20, 2005
HOUSTON OPERATING COMPANY
By: /s/ Jeff Robinson
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Name: Jeff Robinson
Title: Chief Executive Officer
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Exhibit 3(ii).1
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The Bylaws of Houston Operating Company were amended by action of the Board of
Directors on January 19, 2005. Accordingly, Section 2.12 was deleted and
replaced in full by the following:
SECTION 2.12 Informal Action by Shareholders. Unless otherwise provided by law,
any action required to be taken at a meeting of the shareholders, or any other
action which may be taken at a meeting of the shareholders, may be taken without
a meeting if a written consent, setting forth the action so taken, shall be
signed by shareholders holding that number of shares necessary to approve such
action. Meetings of shareholders by use of conference telephone or similar
communications equipment may also be held as more specifically described in
Section 3.10 of these Bylaws.