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 (Date of Earliest Event Reported) June 20, 2006
Commission File Number 000-28638
BMB MUNAI, INC.
(Exact Name of Registrant as Specified in its Charter)
NEVADA 30-0233726
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
202 Dostyk Ave., 4th Floor, Almaty, Kazakhstan
(Address of principal executive offices)
050051
(Zip Code)
+7 (3272) 375-125
(Registrant's Executive Office 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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
Item 3.02 Unregsitered Sales of Equity Securites
On June 20, 2006, our Board of Directors approved stock option grants
and restricted stock awards to our officers and directors and certain employees
and consultants of the Company under our 2004 Stock Incentive Plan. The total
number of options and restricted stock grants was 200,000 and 495,000
respectively. The options are exercisable at a price of $7.00 per share, which
was the closing price of the Company's common stock on the OTCBB on June 20,
2006. The restricted stock grants were also valued at $7.00 per share. The
options will expire three years from the grant date. All of the options and
restricted stock grants vested immediately upon grant. Among the parties
receiving restricted stock grants were the following executive officers and
directors:
Name Positions with Company Options Granted Restricted Stock Granted
Boris Cherdabayev CEO and Director 150,000 80,000
Askar Tashtitov President - 40,000
Sanat Kasymov CFO - 40,000
Gamal Kulumbetov COO - 40,000
Georges Benarroch Director - 10,000
Troy Nilson Director - 10,000
Stephen Smoot Director - 10,000
Valery Tolkachev Director 50,000 40,000
Grants were made to 16 people, eleven of whom are non-U.S. persons. The option
and restricted stock grants were made without registration pursuant to
Regulation S of the Securities Act Rules and Section 4(2) under the Securities
Act of 1933.
Item 5.03 Amendments to Articles of Incorporation and Bylaws
At a Special Meeting of Stockholders of BMB Munai, Inc., held on April
18, 2006, our stockholders approved an amendment to our Articles of
Incorporation to increase our authorized common stock from 100,000,000 shares to
500,000,000 shares. On June 21, 2006, we filed with the state of Nevada an
amendment to our Articles of Incorporation to increase our authorized common
stock to 500,000,000 shares. This amendment does not materially modify the
rights of holders our common stockholders.
On June 23, 2006, our Board of Directors, in accordance with Section
78.120 of the Nevada Revised Statutes and Article X of our By-Laws, adopted
amendments to our By-Laws to update the office address of the Company, as set
forth in Article I, Section 2, and separate the offices of Chief Executive
Officer and President and distinguish between the duties of each office, as set
forth in Article IV, Section 4 of the By-Laws.
Item 9.01 Exhibits
3.01 Amendment to Articles of Incorporation
3.02 By-Laws
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
BMB MUNAI, INC.
Date: June 23, 2006 By: /s/ Adam R. Cook
Adam R. Cook, Secretary
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