SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Current Report on Form 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: December 15, 1999 Commission File: 0-9416
WCM CAPITAL, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 13-2879202
(State or other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
76 Beaver Street, New York, New York 10005
(Address of Principal Executive Offices)
Registrants Telephone Number
Including area code: (212) 344-2828
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Item 5. - Other Events
Effective as of 12:01 a.m. Eastern Standard Time on December 20, 1999, the
Company's Common Stock will be reverse split on a one-for-three basis and the
number of authorized shares of the Company's Common Stock will be reduced from
100,000,000 shares to 40,000,000 shares. As a result, each three shares of
Common Stock outstanding prior to the reverse split will become one share after
the reverse split. The Company currently has 3,955,169 shares of Common Stock
issued and outstanding which, after the reverse split, will become 1,318,390
shares of Common Stock. Fractional shares will be rounded up to the next whole
number. There will be no change in the par value of the Company's shares of
Common Stock.
Item 7. Financial Statements and Exhibits
None
Exhibits
Certificate of Amendment of the Certificate of Incorporation
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.
WCM CAPITAL, INC.
/s/ Robert Waligunda
Dated: December 15, 1999
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Robert Waligunda, President
WCM Capital, Inc.
Form 8-K
December 15, 1999
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WCM CAPITAL, INC.
Under Section 242 of the
Corporation Law of the State of Delaware
Robert L. Waligunda and Richard Brannon, respectively, the President and
the Secretary of WCM CAPITAL, INC. (the "Company"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DO HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by written consent filed
with the minutes of the Board, adopted the following resolution proposing and
declaring advisable the following amendment to the Certificate of Incorporation
of said corporation:
"1. The Certificate of Incorporation is hereby amended to: (a) reduce the
number of authorized shares of Common Stock from 100,000,000 shares to
40,000,000 shares; and (b) effect a reverse split of the Company's outstanding
Common Stock in the ratio of one share for every three shares outstanding. The
Company currently has authorized 100,000,000 shares of Common Stock with a par
value of $.01 per share, of which 3,955,169 shares of Common Stock are issued
and outstanding, and 96,044,831 shares are unissued. Under the new structure,
the Company will have 40,000,000 shares of Common Stock, par value $.01,
authorized, of which approximately 1,318,390 shares will be issued and
outstanding and 38,681,610 shares will be unissued. All fractional shares
resulting from the reverse split will be rounded up to the next whole share. The
par value shall not change. The reverse split shall take effect on the filing of
the Charter Amendment with the Secretary of State of the State of Delaware."
SECOND: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of section 242 of the General Corporation Law of the State
of Delaware by the affirmative vote by the holders of the majority of the stock
of the Company entitled to vote at a special meeting of stockholders held on
December 13, 1999.
IN WITNESS WHEREOF, we, the undersigned, have executed and subscribed this
certificate this 14 day of December, 1999.
/s/ Robert L. Waligunda /s/ Richard Brannon
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Robert L. Waligunda, President Richard Brannon, Secretary
WCM Capital, Inc.
Form 8-K
December 15, 1999
