SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) July 8, 1999
ProCare Industries, Ltd.
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(Exact name of registrant as specified in its charter)
Colorado 0-13066 84-0932231
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
1960 White Birch Drive, Vista, California 92083
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (760) 599-8559
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Item 5. OTHER EVENTS
A reverse stock split of all outstanding common stock of the Registrant
became effective June 8, 1999. Shareholders of the Registrant at a meeting of
shareholders held July 6, 1999, adopted a Plan of Recapitalization pursuant to
which a reverse split of 1 for 100 (i.e., each 100 shares outstanding prior to
the reverse split now represents one share), became effective July 8, 1999 (the
"Effective Date"). On the Effective Date all outstanding shares of the
Registrant's no par value common stock were reduced into a lesser number of
shares determined by multiplying the outstanding shares time a fraction, of
which the numerator is 1 and the denominator is 100. No fractional shares were
created by the reverse stock split as all fractional shares were rounded up to
the next higher number of shares and each shareholder who would otherwise be
entitled to a fraction of a share as a result of the reverse stock split now
holds one full share in lieu of the fraction.
Before the reverse stock split, Registrant had 76,659,999 shares of common
stock issued and outstanding. Following the reverse stock split there are
approximately 766,599 shares issued and outstanding, plus additional shares
issuable in rounding of fractional shares, as described above. Certificates
which prior to reverse stock split represented common stock of the Registrant,
will, after the Effective Date, represent the appropriate number of post-reverse
split shares. Holders of Registrant's common stock may surrender certificates to
the Registrant's transfer agent and, upon payment of applicable fees to the
transfer agent, receive a new certificate representing an appropriate number of
post-split shares of common stock.
The CUSIP number for Registrant's common stock following the reverse stock
split is: 742 680 309. A copy of the Plan of Recapitalization, as adopted by
shareholders, is attached as an exhibit to this Form 8-K.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed as a part of this report.
(c) Exhibits.
Exhibit 4 Plan of Recapitalization.
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 hereunto duly authorized.
Date: July 8, 1999
PROCARE INDUSTRIES, LTD.
By /s/ Robert W. Marsik
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Robert W. Marsik, President
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EXHIBIT INDEX
Exhibit Description Page No.
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4 Plan of Recapitalization 4
3
PLAN OF RECAPITALIZATION
Plan for Reverse Stock Split. Upon approval by shareholders in the manner
specified in the Colorado Business Corporation Act, the Board of Directors
("Board") of ProCare Industries, Ltd. (the "Company") shall be authorized to
effect a reverse stock split of all outstanding shares of the Company's stock at
any time within three years from the time of approval. To effect the reverse
stock split hereby approved, the Board shall be and hereby is authorized to
cause the following steps to be taken.
1. Reverse Split Ratio. A reverse split of 1 for 100 (i.e., each 100 shares
outstanding or committed to be issued before the reverse split would, after the
Effective Date as defined below, represent one share).
2. Reverse Share Split. All shares of no par value common stock of the
Company outstanding prior to the Record Date shall, from and after the Effective
Date, be combined into a lesser number of shares determined by multiplying the
outstanding shares times a fraction, of which the numerator is one and the
denominator is 100 ( for example, the fraction would be: 1/100 and 1,000 shares
outstanding before the Effective Date would be reduced to 10 shares after the
Effective Date).
3. No Fractional Shares. No fraction of a share of the Company's no par
value common stock will be issued as a result of such reverse stock split and
exchange. In lieu thereof, all fractional shares will be rounded up to the next
higher number of whole shares and the shareholder who would otherwise be
entitled to a fraction of a share will be issued one share in lieu thereof.
4. Exchange of Share Certificates. On or after the second business day
following approval of this Plan by shareholders (the "Effective Date" of the
reverse stock split), each holder of a certificate or certificates, which prior
thereto represented outstanding shares of the Company's no par value common
stock, will be given instructions to surrender the same to the Company's
transfer agent which shall act as the exchange agent to effect the exchange of
certificates and each such shareholder shall be entitled upon surrender to
receive (on payment of exchange, handling and delivery charges) in exchange
therefor, a certificate representing one share of the Company's no par value
common stock for each one hundred (100) shares of common stock previously owned
and any additional shares issuable as a result of the rounding described in the
preceding paragraph.
5. Old Certificates to Represent Post-Split Stock Until Exchanged. Until so
surrendered, each outstanding certificate which, prior to the Effective Date
represented shares of common stock shall continue to represent the appropriate
number of post-reverse split shares until such time as an exchange of share
certificates shall have been effected.
6. Abandonment. The Board of Directors may abandon the Plan of
Recapitalization in its discretion at any time prior to the Effective Date.
