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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 (Date of earliest event reported): March 23, 2001
Newmark Homes Corp.
(Exact name of registrant as specified in its charter)
Delaware 333-42213 76-0460831
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
1200 Soldiers Field Drive
Sugar Land, Texas 77479
(Address of Registrant's principal executive offices)
281-243-0100
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On February 7, 2001, shareholders of Newmark Homes Corp., a Nevada
corporation ("Newmark-Nevada") holding in excess of a majority of the issued and
outstanding voting stock of Newmark-Nevada and acting by written consent in lieu
of a shareholders' meeting, approved a proposal to reincorporate Newmark-Nevada
under the laws of Delaware pursuant to an Agreement and Plan of Merger between
Newmark-Nevada and Newmark Homes Corp., a Delaware corporation
("Newmark-Delaware") and wholly-owned subsidiary of Newmark-Nevada (the
"Reincorporation"). The Reincorporation became effective on March 23, 2001.
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The Reincorporation will not result in any change in the name,
business, assets or liabilities of Newmark-Nevada; will not cause the corporate
headquarters or other facilities to be moved; and will not result in any
relocation of management or other employees. Certificates for Newmark-Nevada's
shares will automatically represent an equal number of shares in
Newmark-Delaware upon completion of the Reincorporation.
By virtue of the operation of Rule 12g-3 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), all shares of Newmark-Delaware
common stock issued to the holders of issued and outstanding shares of
Newmark-Nevada common stock immediately prior to the effective time of the
Reincorporation are deemed automatically registered under Section 12(g) of the
Exchange Act; and Newmark-Delaware will continue to be subject to the reporting
requirements of Section 13 of the Exchange Act in the same manner as
Newmark-Nevada had been subject to such requirements immediately prior to the
Reincorporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
2.1 Agreement and Plan of Merger of Newmark Homes Corp., a
Nevada corporation, and Newmark Homes Corp., a Delaware
corporation, dated effective as of February 12, 2001
3.1 Certificate of Incorporation of Newmark Homes Corp.
(Delaware)
3.2 Bylaws of Newmark Homes Corp. (Delaware)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
NEWMARK HOMES CORP., a Delaware corporation
By: /s/ Lonnie M. Fedrick
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Lonnie M. Fedrick, President
Date: March 23, 2001
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EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger of Newmark Homes Corp., a
Nevada corporation, and Newmark Homes Corp., a Delaware
corporation, dated effective as of February 12, 2001
3.1 Certificate of Incorporation of Newmark Homes Corp.
(Delaware)
3.2 Bylaws of Newmark Homes Corp. (Delaware)