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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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 7, 1999
Continental Materials Corporation
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(Exact name of registrant as specified in its charter)
Delaware 001-03834 36-2274391
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
225 West Wacker, Suite 1800, Chicago, Illinois 60606
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 541-7200
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(Not Applicable)
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Former name or former address, if changed since last report
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Item 5. Other Events
On June 7, 1999 the registrant effected a recapitalization of common
stock consisting of a 1-for-50 reverse stock split, followed by a cash out of
fractional shares, followed by a 100-for-1 forward stock split, pursuant to a
Certificate of Amendment to registrant's Restated Certificate of
Incorporation filed in Delaware. The amendment to the registrant's
Certificate of Incorporation embodied in the Certificate of Amendment was
authorized by registrant's board of directors on April 14, 1999 and approved
by holders of registrant's common stock at the annual meeting of stockholders
held May 26, 1999. Following the recapitalization, the registrant is
authorized to issue 3,000,000 shares of common stock par value $.25 per
share, and 400,000 shares of preferred stock, par value $.50 per share.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits:
1. Certificate of Amendment to registrant's Restated Certificate of
Incorporation filed in Delaware which became effective June 7, 1999.
2. Description of registrant's Capital Stock.
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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 thereunto duly authorized.
CONTINENTAL MATERIALS CORPORATION
By
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Mark S. Nichter
Secretary and Controller
Dated: July 30, 1999
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EXHIBIT 1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
CONTINENTAL MATERIALS CORPORATION
Continental Materials Corporation, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), pursuant to the
provisions of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST: The Restated Certificate of Incorporation of the Corporation is
hereby amended by deleting Article FOURTH of the Restated Certificate of
Incorporation in its present form and substituting in lieu thereof the
following:
FOURTH.
Section 1.
The aggregate number of shares of all classes of capital stock which
the Corporation shall have authority to issue is three million four
hundred thousand (3,400,000) shares, of which four hundred thousand
(400,000) shares shall be preferred stock, par value $.50 per share,
issuable in one or more series, and three million (3,000,000) shares
shall be common stock, par value $.50 per share.
Section 2.
The shares of common stock shall have the rights and privileges of
common stock under the laws of the State of Delaware, without
preference or priority of any one share over any other. The
preferred stock shall have such voting powers, full or limited, or
be without voting powers, and in such series (either one or more)
and with such designations, preferences as to dividends, assets or
otherwise and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof and
subject to such conversion, exchange or redemption at such time or
times, price or prices, rates or adjustments, as shall be stated in
a resolution or resolutions providing for the issue of such stock
adopted by the Board of Directors, the Board of Directors hereby
expressly being granted the authority to fix from time to time by
resolution or resolutions the designations, powers, preferences and
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rights and the qualifications, limitations or restrictions of such
preferred stock.
Section 3.
(a) At 6:00 p.m. (Eastern Time) on the effective date of this
Certificate of Amendment (the "Effective Date"), each share of
common stock held of record as of 6:00 p.m. (Eastern Time) on the
Effective Date or held in the Corporation's treasury as of such time
shall be reclassified and converted, without further action on the
part of the holder thereof, into one-fiftieth (1/50) of one share of
common stock. No fractional share of common stock shall be issued
to any Nominal Holder (as defined below) upon such reclassification
and conversion. From and after 6:00 p.m. on the Effective Date,
each Nominal Holder shall have no further interest as a stockholder
in respect of any shares held of record by such Nominal Holder as of
6:00 p.m. (Eastern Time) on the Effective Date and , in lieu of
receiving any fractional share, shall be entitled to receive, upon
surrender of the certificate or certificates representing such
shares held of record as of 6:00 p.m. (Eastern Time) on the
Effective Date, the cash value of such fractional share. Such cash
value (the "Cash Value") shall be an amount based on the average
daily closing price per share of the common stock on the American
Stock Exchange for the 10 trading days immediately preceding the
Effective Date, without interest; provided, however, that if no
shares of common stock have been traded on any such trading day the
closing price per share of the common stock for such trading day
shall be the average of the highest bid and lowest asked prices for
the common stock for such trading day as reported by the American
Stock Exchange. As used herein, the term "Nominal Holder" shall
mean a holder of record of less than 50 shares of common stock as of
6:00 p.m. (Eastern Time) on the Effective Date who would be entitled
to less than one whole share of common stock in respect of such
shares as a result of the reclassification and conversion provided
for in this Section 3(a).
(b) At 6:01 p.m. (Eastern Time) on the Effective Date, each share
of common stock, par value $.50 per share, and any fraction thereof
(excluding any interest in the Company held by a Nominal Holder
converted into cash pursuant to Section 3(a) above) held by a holder
of record of one or more shares of common stock as of 6:01 p.m.
(Eastern Time) on the Effective Date or held in the Corporation's
treasury as of such time shall be reclassified and converted,
without further action on the part of the holder thereof, into
multiple shares of common stock on the basis of 100 shares of common
stock, par value $.25 per share, for each share of common stock, par
value $.50 per share, then held.
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SECOND: The foregoing amendment was duly adopted by the Board of
Directors and the stockholders of the Corporation pursuant to the
requirements of Section 242 of General Corporation Law of the State of
Delaware.
THIRD: This Certificate of Amendment shall become effective at 6:00
p.m. (Eastern Time) on June 7, 1999.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its Chairman of the Board and Chief Executive
Officer and attested by its Secretary this 3rd day of June, 1999.
CONTINENTAL MATERIALS CORPORATION
By:
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James G. Gidwitz
Chairman of the Board and
Chief Executive Officer
ATTEST:
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Mark S. Nichter
Secretary
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EXHIBIT 2
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of registrant consists of 3,000,000 shares
of common stock, par value $.25 per share, and 400,000 shares of preferred
stock, par value $.50 per share.
Common Stock
Holders of common stock are entitled to one vote for each share held on
all matters submitted to a vote of stockholders and do not have cumulative
voting rights. Accordingly, holders of a majority of the shares of common
stock entitled to vote in any election of directors may elect all of the
directors standing for election. Holders of common stock are entitled to
receive ratably those dividends, if any, as may be declared by the board of
directors out of funds legally available therefor, subject to any
preferential dividend rights of any outstanding preferred stock. Upon the
liquidation, dissolution or winding up of registrant, the holders of common
stock are entitled to receive ratably the net assets of registrant available
after the payment of all debts and other liabilities and subject to the prior
rights of any outstanding preferred stock. Holders of the common stock have
no preemptive, subscription, redemption or conversion rights. The rights,
preferences and privileges of holders of common stock are subject to, and may
be adversely affected by, the rights of the holders of shares of any series
of preferred stock which registrant may designate and issue in the future.
Preferred Stock
The board of directors of registrant is authorized, without further
stockholder approval, to issue from time to time up to an aggregate of
400,000 shares of preferred stock in one or more series and to fix or alter
the designations, preferences, rights and any qualifications, limitations or
restrictions of the shares of each series thereof, including the dividend
rights, dividend rates, conversion rights, voting rights, terms of
redemption, including sinking fund provisions, redemption price or prices,
liquidation preferences and the number of shares constituting any series or
designations of series.
