JW CHARLES FINANCIAL SERVICES INC/FL
10-C, 1996-06-14
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549

                            FORM 10-C

         Report by Issuer of Securities Quoted on NASDAQ
         Inter-Dealer Quotation System Filed Pursuant to
        Section 13 or 15(d) of the Securities Exchange Act
          of 1934 and Rules 13a-17 and 15d-17 Thereunder

               JW CHARLES FINANCIAL SERVICES, INC.
         ----------------------------------------------
          (Exact Name of Issuer as Specified in Charter)

 980 NORTH FEDERAL HIGHWAY, SUITE 210, BOCA RATON, FLORIDA 33432
 ---------------------------------------------------------------
             (Address of Principal Executive Offices)

                          (407) 338-2600
        ------------------------------------------------
         (Issuer's Telephone Number, Including Area Code)

            I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

     Indicate any change (increase or decrease) of five percent
or more in the number of shares outstanding:

1.   Title of security:  Common Stock, par value $.001 per share.

2.   Number of shares outstanding before the change:  3,914,748.

3.   Number of shares outstanding after the change:  1,998,899.

4.   Effective date of change:  June 11, 1996 (as to 1,600,339
shares; as to 315,510 shares, effective as of April 15, 1996).

5.   Method of change:  Acquisition of stock for treasury.

     Specify method (such as merger, acquisition, exchange,
distribution, stock split, reverse split, acquisition of stock
for treasury, etc.)

     Give brief description of transaction:  Repurchased
1,915,849 shares of common stock from Gilman CMG, Inc.

                  II.  CHANGE IN NAME OF ISSUER

1.   Name prior to change:  N/A.

2.   Name after change:  N/A.

3.   Effective date of charter amendment changing name:  N/A.

4.   Date of shareholder approval of change, if required: N/A.

Date June 14, 1996            /s/ Joel E. Marks - Vice Chairman
                              (Officer's Signature and Title)


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