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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
JOINT CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): APRIL 3, 2000
BROOKE GROUP LTD.
(Exact name of registrant as specified in its charter)
1-5759
(Commission File Number)
65-0949535
(I.R.S. Employer Identification No.)
DELAWARE
(State or other jurisdiction of incorporation
or organization)
100 S.E. SECOND STREET
MIAMI, FLORIDA 33131
(Address of principal executive offices including Zip Code)
305/579-8000
(Registrant's telephone number, including area code)
(NOT APPLICABLE)
(Former name or former address,
if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) Exhibits.
EXHIBIT NO. DESCRIPTION
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99.1 Description of Capital Stock
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SIGNATURE
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.
BROOKE GROUP LTD.
By: /s/ JOSELYNN D. VAN SICLEN
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Joselynn D. Van Siclen
Vice President and Chief Financial
Officer
Date: April 3, 2000
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EXHIBIT 99.1
DESCRIPTION OF CAPITAL STOCK
Brooke Group Ltd.'s Restated Certificate of Incorporation, as amended,
authorizes Brooke to issue 100,000,000 shares of common stock, par value $.10
per share, and 10,000,000 shares of preferred stock, par value $1.00 per share.
As of April 3, 2000, there are 21,989,782 shares of Brooke's common stock, and
no shares of preferred stock, issued and outstanding.
COMMON STOCK
The holders of common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of the stockholders. Subject
to the prior rights of any outstanding preferred stock, the holders of common
stock are entitled to receive such dividends as the Board of Directors may
declare out of funds legally available for payment of dividends. In the event of
a liquidation, dissolution or winding up of Brooke, the holders of common stock
are entitled to share ratably in all assets remaining after payment of
liabilities and the liquidation preference of any then outstanding preferred
stock. The holders of common stock have no right to convert their common stock
into any other securities. The common stock has no preemptive or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the common stock. All outstanding shares of common stock are duly
authorized, validly issued, fully paid and nonassessable.
PREFERRED STOCK
The Board of Directors may authorize the issuance of up to 10,000,000
shares of preferred stock from time to time in one or more series and for such
consideration as the Board may determine and subject to certain restrictions,
with such designations, preferences and rights, and such qualifications,
limitations or restrictions, as the Board may determine with respect thereto by
duly adopted resolution or resolutions. The issuance of preferred stock may
delay, defer or prevent a change in control of Brooke without further action by
the stockholders and may adversely affect the voting and other rights of holders
of Brooke's common stock.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the common stock is American Stock
Transfer & Trust Company, New York, New York.
