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 24,
2007
CARDINAL
COMMUNICATIONS, INC.
(Exact
name of registrant as specified in Charter)
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Nevada
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1-15383
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91-2117796
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification
No.)
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11101
West 120th Avenue, Suite 220
Broomfield,
Colorado 80021
(Address
of Principal Executive Offices)
303-285-5379
(Issuer
Telephone number)
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17
CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17
CFR
240.13e-4(c))
This
Form
8-K and other reports filed by Cardinal Communications, Inc. (the "Registrant"
or the “Company”) from time to time with the Securities and Exchange Commission
(collectively the "Filings") contain forward looking statements and information
that are based upon beliefs of, and information currently available to, the
Registrant's management as well as estimates and assumptions made by the
Registrant's management. When used in the Filings the words "anticipate",
"believe", "estimate", "expect", "future", "intend", "plan" or the negative
if
these terms and similar expressions as they relate to the Registrant or the
Registrant's management identify forward looking statements. Such statements
reflect the current view of the Registrant with respect to future events and
are
subject to risks, uncertainties, assumptions and other factors relating to
the
Registrant's industry, operations and results of operations and any businesses
that may be acquired by the Registrant. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed,
estimated, expected, intended or planned.
Item
5.02 Departure
of Directors.
On
March
24, 2007, the Board of Directors was notified of the resignation as director
of
Jeffrey W. Fiebig. Mr. Fiebig held positions on the Company’s Disclosure
Committee and Nominating Committee. Mr. Fiebig feels that actions taken by
the
Company may precipitate lawsuits and ultimately the insolvency of the Company.
The Board of Directors believes Mr. Fiebig’s reasons for his resignation are
without basis.
On
April
6, 2007, Mr. Steve Basmajian resigned from the Board of Directors effective
immediately.
On
April
6, 2007, Mr. Kerry Briggs resigned from the Board of Directors effective
immediately. Mr. Briggs held positions on the Company’s Audit Committee and
Compensation Committee.
On
April
6, 2007 Mr. Kenneth Miller resigned from the Board of Directors effective
immediately.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant
to Article IX of the Bylaws of the Company, which provides that a majority
of
the members of the Corporation’s Board of Directors have the power to amend the
Bylaws of the Corporation at any regular or special meeting, effective April
6,
2007, the Bylaws of the Company were amended by a unanimous approval of the
Board of Directors to change the minimum number of directors for the Board
of
Directors of the Company to conform with Nevada State law. The amendment
affected the following three sections of the Bylaws.
1. Article
III, Section 3.2, of the Bylaws was amended by deleting the words: “be not less
than two nor more than ten” and inserting in its place the following words:
“conform with the minimum number and qualifications as prescribed by the State
of Nevada NRS
78.115 Board of Directors: Number and qualification,
nor
exceed ten qualified individuals in number.”
2. Article
V, Section 5.1, of the Bylaws was amended by deleting the words: “not less than
two” and inserting in its place the following words: “not less than
one.”
3. Article
V, Section 5.2, of the Bylaws is hereby amended by deleting the words: “not less
than two” and inserting in its place the following words: “not less than
one.”
This
amendment may be altered, amended, or repealed by a majority of the shareholders
entitled to vote at the next shareholder meeting.
Item
9.01 Financial
Statements and Exhibits.
Exhibit
17.1 Resignation Letter of Jeffrey W. Fiebig.
Exhibit
3(ii).1 Bylaws of Cardinal Communications, Inc. as amended.
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.
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Cardinal
Communications, Inc.
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By: |
/s/ Edouard
A. Garneau |
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President
and Chief Executive Officer
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Date: April
12,
2007
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