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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
[Amendment No. 3]
BOUTON CORPORATION
(Name of the Issuer)
BOUTON CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par value $.001 per share
(Title of Class of Securities)
102109105
(CUSIP Number of Class of Securities)
David F. Miller, III With a copy to:
President Daniel T. Clark, Esq.
Bouton Corporation Rich, May, Bilodeau & Flaherty, P.C.
11 Kendrick Road 294 Washington Street
Wareham, Massachusetts 02531 Boston, MA 02108-4675
(508) 295-3300 (617) 556-3889
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act
of 1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. [X]
Calculation of Filing Fee
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Transaction
Valuation Amount of Filing Fee
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$153,408.84/1/ $30.68
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[X] Check box if any part of the fee is offset as provided by Rule O-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: $30.68 Filing party: Issuer
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Form or registration no.: Schedule 13E-3 Date filed: 11/22/95
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/1/The transaction valuation is based upon (i) $0.12 as the amount per
pre-transaction share which the Issuer will pay in cash in lieu of
fractional shares, multiplied by (ii) the aggregate number of
pre-transaction shares of common stock for which the Issuer will pay cash.
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REPORT OF RESULTS OF RULE 13E-3 TRANSACTION
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At a Special Meeting of Stockholders of Boston Corporation, a Delaware
corporation the "Company"), held on May 9, 1996, an amendment (the "Amendment")
to the Company's Certificate of Incorporation was approved by the stockholders
of the Company.
The Amendment reduced the number of authorized shares of Common Stock
from 50,000,000 to 1,000 and increased the par value from $.001 per share to
$50.00 per share and effected a one for 50,000 shares reverse stock split of
the outstanding shares of Common Stock. In addition, the Amendment provided for
a cash payment of $.12 for each share of issued and outstanding shares of Common
Stock in lieu of the issuance of fractional shares which result from the
reverse split.
Of the 19,958,107 shares of Common Stock, $.001 par value per share,
outstanding and entitled to vote at the meeting, 18,854,995 shares were present
in person or by proxy; 18,473,418 shares (92.6%) voted to approve the
Amendment, 381,072 shares (1.9%) voted against approval of the Amendment, and
505 shares abstained from voting.
Of the 4,557 shares of Preferred Stock, $1.00 par value per share,
outstanding and entitled to vote at the meeting, 3,625 shares were present in
person or by proxy; 3,625 shares (79.5%) voted to approve the Amendment, 0
shares voted against approval of the Amendment, and 0 shares abstained from
voting.
The Amendment to the Company's Certificate of Incorporation was filed
with the Delaware Secretary of State on May 9, 1996.
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SIGNATURE
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After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
/s/ David F. Miller, III, President
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(Signature)
David F. Miller, III, President
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(Name and Title)
May 9, 1996
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(Date)
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