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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): January 6, 2000
Commission File Number: 0-26885
PLUME CREEK, INC.
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 87-0506937
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State or other jurisdiction of (IRS Employer Identification
incorporation or organization) No.)
1408 WESTWOOD COURT
SANDPOINT, IDAHO 83864
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(Address of Principal Executive (Zip Code)
Offices)
Registrant's Telephone Number, including Area Code:
(208) 263-8179
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N/A
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(Former name, former address, and formal fiscal year, if changed
since last report)
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TABLE OF CONTENTS
PAGE
ITEM 5 2
SIGNATURES 2
EXHIBITS 2
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ITEM 5. OTHER EVENTS
On January 6, 2000 by Unanimous Written Consent of the Board of Directors, the
common stock of the corporation was split on a 2 shares for 1 basis and, for
the purpose of effecting such stock split, the number of authorized capital
stock was doubled. Unanimous Written Consent of the Board of Directors of
Plume Creek, Inc. and Certificate filed with Secretary of State of Nevada
attached hereto as exhibits 99.1 and 99.2.
EXHIBITS
99.1 Unanimous Written Consent of the Board of Directors.
99.2 Certificate
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.
Dated: March 7, 2000 Plume Creek, Inc.
By /s/ David A. Miller Vice-President
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EX-99.1
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF
PLUME CREEK, INC.
In lieu of a special meeting of the directors of Plume Creek, Inc. the
("Corporation"), the undersigned, being all of the directors of the Corporation,
hereby consent and adopt the following resolutions by written consent pursuant
to Section 78.315 of the Nevada General Corporation Law and the actions
hereinafter set forth shall be, and hereby are, taken by the directors of the
Corporation as of the date hereof:
2-for-1 Stock Split
WHEREAS, that the Board of Directors of the Corporation determines that
it is advisable to split the common stock of the Corporation on a two-for-one
basis and, for the purpose of effecting such stock split, to double the number
of authorized capital stock;
NOW THEREFORE BE IT
RESOLVED, that the Corporation shall effectuate a two for one (2-for-1)
stock split of its shares of common stock outstanding, increasing the number of
such shares from 2,166,282 to 4,332,564.
FURTHER RESOLVED, that, for the purpose of effectuating such stock
split, the Corporation shall prepare and file with the Nevada Secretary of
State, a certificate (the "Certificate") to increase the number of authorized
shares of capital stock from 100,000,000 to 200,000,000 shares, in accordance
with Section 78.209(1) of the Nevada General Corporation Law.
FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and they hereby are, authorized, empowered, and directed, for and on behalf of
the Corporation, to execute the Certificate, substantially in the form
attached hereto as Exhibit A, evidencing and effectuating the foregoing
increase to the Corporation's authorized capital stock and that, the
appropriate officers of the Corporation are, and each hereby is authorized and
directed to file such Certificate with the Secretary of State of the State of
Nevada and take such other actions as are necessary to effectuate such filing.
Fees and Expenses
RESOLVED, that the Corporation hereby authorizes the payment of all
necessary and reasonable fees and expenses incurred in connection with the
above transactions including, without limitation, all fees and expenses of the
Corporation's attorneys; and that the appropriate officers of the Corporation
are authorized, in the name and on behalf of the Corporation, to make all such
payments and all other payments as they, or any of them, shall determine to be
necessary and appropriate in connection with the above transactions, such
payment to be conclusive evidence of their determination, to the extent any
such payments have been made to date, such payments are hereby ratified,
approved and confirmed in all respects.
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General Resolutions
RESOLVED, that the appropriate officers of the Corporation be, and each
of them individually hereby is, authorized, empowered and directed, in the name
and on behalf of the Corporation, to do any and all acts and things, to
execute, deliver and file, or cause to be filed, and all certificates,
instruments, documents and papers, to incur and pay all such fees and expenses
and to engage such persons as the officer or officers shall deem necessary,
appropriate, advisable, convenient or proper to carry out fully the intent and
purposes of the foregoing resolutions. The performance of any such act or
thing and the execution of any such certificate, instrument, document or paper
by such officer or officers pursuant to these resolutions shall be conclusive
evidence that the same have been authorized and approved by the Corporation in
every respect; and
Appointment of Appropriate Officers
RESOLVED, that for the purposes of each of the above and foregoing
resolutions, the term "appropriate officers of the Corporation" shall include
any director, the Chairman of the Board, the Chief Executive Officer, the
Chief Operating Officer, the President, the Chief Financial Officer, the
Vice-President, the Secretary, the Assistant Secretary, the Treasurer and the
Assistant Treasurer of the Corporation.
IN WITNESS WHEREOF, the undersigned has duly executed this Unanimous Written
Consent as of January 6, 2000.
/s/ Dale F. Miller
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Dale F. Miller
President/Director
/s/ David A. Miller
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David A. Miller
Secretary/Director
/s/ Jeanne B. Miller
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Jeanne B. Miller
Director
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EX-99.2
CERTIFICATE
January 6, 2000
The Secretary of State
State of Nevada
Dear Sir or Madam:
I, Dale F. Miller, President of Plume Creek, Inc. (the "Corporation"),
acknowledge that the undersigned, being all of the directors of the
Corporation, hereby consent and adopt the following resolutions by written
consent pursuant to Section 78.315 of the Nevada General Corporation Law.
These changes are adopted by the Board of Directors without obtaining the
approval of the stockholders pursuant to Section 78.207 of the Nevada General
Corporation Law. These changes are effective upon filing of this certificate.
RESOLVED, that the Corporation shall effectuate a two for one
(2-for-1) stock split of its shares of common stock outstanding.
FURTHER RESOLVED, that the Corporation shall increase the number of
authorized shares of capital stock from 100,000,000 shares to 200,000,000
shares in accordance with Section 78.209(1) of the Nevada General Corporation
Law.
The current number of authorized shares
with par value is: 100,000,000 common
The current par value is: _____$0.005
The current number of shares issued and
outstanding with par value is: __2,166,282 common
After the change:
The number of authorized shares
with par value is: 200,000,000 common
The par value is: _____$0.005
The number of shares issued and
outstanding with par value is: __4,332,564 common
IN WITNESS WHEREOF, the undersigned have duly executed this Certificate as of
the 6th day of January, 2000.
____________________________
Dale F. Miller
President/Director
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David A. Miller
Secretary/Director
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Jeanne B. Miller
Director
