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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: February 4, 1998
PH GROUP INC.
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(Exact Name of Registrant as Specified in Charter)
Ohio 0-8115 31-0737351
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
2365 Scioto Harper Drive, Columbus, Ohio 43204
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (614) 279-8877
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ITEM 5. OTHER EVENTS.
This Form 8-K is being filed to update the description of the securities of the
Registrant appearing in Item 14 of the Registrant's Registration Statement on
Form 10 (File No. 0-8115) filed under Section 12 of the Exchange Act.
DESCRIPTION OF SECURITIES
Pursuant to the Articles of Incorporation of the Company, as amended,
the Company is authorized to issue 10,000,000 Common Shares without par value
("Common Shares"). The holders of Common Shares are entitled to receive such
dividends as may be declared from time to time by the Board of Directors from
funds legally available therefor and to receive, upon the liquidation,
dissolution or winding up of the Company and after payment or provision for
payment of the debts and other liabilities of the Company, all of the assets of
the Company, on a pro rata basis. The holders of Common Shares are entitled to
one vote for each share upon all matters presented or required to be presented
to the shareholders of the Company. The holders of Common Shares do not have
cumulative voting rights. The Articles of Incorporation, as amended, provide
that no holder of Common Shares of the Company shall have any preemptive right
to purchase or subscribe to any shares or the securities of the Company.
The Code of Regulations of the Company, as amended, (the "Regulations")
divides the Board of Directors of the Company into two classes with staggered
terms. The classification of a Board of Directors with staggered terms can have
the effect of delaying, deferring or preventing a change in control of the
Company. In those years in which less than a majority of the directors are to be
elected, it would not be possible for an acquiring party to elect a majority of
the Board of Directors and it would in any event take two annual meetings of
shareholders to elect the entire Board of Directors. In addition, the
classification of directors makes the removal of incumbent management, the
assumption of control by a holder of a large block of stock, tender offers,
mergers and proxy contests more difficult to accomplish.
The Regulations also permit the Board of Directors to fix the total
number of directors constituting the full Board of Directors, not to exceed
nine, and the numbers of directors in each class, not to exceed five. The
Regulations provide that no reduction in the total number of directors or the
number of directors in any class will have the effect of removing any director
or reducing the term of any director. If the Board of Directors increases the
number of directors in a class, it may fill the vacancy created thereby.
Providing the Board of Directors with the ability to determine the number of
directors serving on the Board of Directors could also make the removal of
incumbent management and the assumption of control over the Company more
difficult. If challenged by an attempt to gain control of the Board of
Directors, the existing members of the Board of Directors could increase the
number of directors on the Board of Directors and then fill the new vacancies
with persons who are allied with the existing Board of Directors. Accordingly,
allowing the Board of Directors to increase the number of directors could delay,
defer or prevent a change in control.
ITEM 7. EXHIBITS.
The following Exhibits are filed as part of this Form 8-K:
(4) Instruments Defining the Rights of Security Holders.
4.1. See Articles III, IV, V and VI of the Articles of
Incorporation of the Registrant, as amended (Amended and
Restated for Exhibit purposes and incorporated by reference to
Exhibit 3.1 of Registrant's Quarterly Report on Form 10-QSB
for the quarterly period ended March 31, 1997 (Commission File
No. 0-8115)).
4.2. See Article I, Sections 1(F), 2 and 3 of Article II, Article
IV and Sections 1 and 3 of Article V of the Company's Amended
and Restated Code of Regulations (incorporated by reference to
Exhibit 3.2 of Registrant's Quarterly Report on Form 10-QSB
for the quarterly period ended March 31, 1997 (Commission File
No. 0-8115)).
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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 behalf of the
undersigned hereunto duly authorized.
PH GROUP INC.
Date: February 3, 1998 /s/ Charles T. Sherman
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Name: Charles T. Sherman
Title: President
EXHIBITS INDEX
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EXHIBIT PAGE NUMBER
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4.1. See Articles III, IV, V and VI of the Articles of Incorporation of the
Registrant, as amended (Amended and Restated for Exhibit purposes and
incorporated by reference to Exhibit 3.1 of Registrant's Quarterly
Report on Form 10-QSB for the quarterly period ended March 31, 1997
(Commission File No. 0-8115)). *
4.2. See Article I, Sections 1(F), 2 and 3 of Article II, Article IV and
Sections 1 and 3 of Article V of the Company's Amended and Restated
Code of Regulations (incorporated by reference to Exhibit 3.2 of
Registrant's Quarterly Report on Form 10-QSB for the quarterly period
ended March 31, 1997 (Commission File No. 0-8115)). *
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* Incorporated by reference.
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