UNITED STATES
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: January 31, 2006
VYTA CORP
---------
(Exact name of registrant as specified in its charter)
Nevada 33-19598-D 84-0992908
------------------------------ -------------- ------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
370 17th Street, Suite 3640, Denver, Colorado 80202
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(303) 592-1010
--------------
Registrant's telephone number, including area code
NANOPIERCE TECHNOLOGIES, INC.
---------------------------------------------------------------------
(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:
[ ] 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))
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
On January 31, 2006 (the "Effective Date"), Nanopierce Technologies, Inc.
(now known as "Vyta Corp") (the "Company") effected a reverse stock split of its
common stock, par value $0.0001 per share ("Common Stock"), whereby each twenty
(20) shares of Common Stock, either issued and outstanding or held by the
Company as treasury stock, immediately prior to the record date was reclassified
and changed into one (1) fully-paid and nonassessable share of Common Stock. The
Company's authorized capital with respect to Common Stock was reduced in like
manner from 200,000,000 shares of Common Stock to 10,000,000 shares of Common
Stock (together with the prior sentence, the "Reverse Split"). The Company's
authorized capital with respect to its preferred stock remained unchanged. No
fractional shares will be issued under the Reverse Split, and any fractional
share interests that occur as a result of the Reverse Split will be rounded up
to the nearest whole share. The foregoing actions were approved by the Board of
Directors of the Company (the "Board") without shareholder approval in
accordance with the requirements of Nevada law. The Certificate of Change as
filed with the Secretary of State of the State of Nevada ("Nevada Secretary of
State") to effect the Reverse Split is filed as an exhibit to this Report. The
authorized capital of the Company as reflected in the Certificate of Change was
amended by the Amended and Restated Articles of Incorporation described below.
On the Effective Date following the Reverse Split, the Company's authorized
capital with respect to Common Stock was increased from 10,000,000 shares to
200,000,000 shares (the "Capital Increase"). The Board recommended the Capital
Increase to the shareholders of the Company for approval and the shareholders
representing at least a majority of the voting power of the Company approved the
Capital Increase (together with the name change of the Company described in
response to Item 8.01 of this Report), by written consent in lieu of a special
meeting ("Stockholder Written Consent") in accordance with the requirements of
Nevada law. The Company's Amended and Restated Articles of Incorporation as
filed with the Secretary of State of the State of Nevada to effect the Capital
Increase (and the name change described in response to Item 8.01 of this Report)
are filed as an exhibit to this Report.
ITEM 8.01 OTHER EVENTS
In connection with the amendment to the Articles of Incorporation of the
Company to effect the Capital Increase described in Item 3.03 of this Report,
the name of the Company was changed to Vyta Corp. The Board recommended the
name change to the shareholders of the Company for approval and the shareholders
approved the change in the Stockholder Written Consent in the manner described
in Item 3.03 of this Report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS The following is a complete list of exhibits filed as part of
this Report. Exhibit numbers correspond to the numbers in the exhibit table of
Item 601 of Regulation S-B.
EXHIBIT NO. DESCRIPTION
3.01 Certificate of Change*
3.02 Amended and Restated Articles of Incorporation*
____________________
*Filed herewith
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.
VYTA CORP
By: /s/ Paul H. Metzinger
---------------------------------------
Paul H. Metzinger, President and Chief
Executive Officer
Date: January 31, 2006
3