SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 (Date of earliest event reported): November 16, 1999
INTERNATIONAL AMERICAN HOMES, INC.
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(Exact name of registrant as specified in charter)
Delaware 0-13800 22-2472608
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
9950 Princess Palm Ave., Suite 112, Tampa, FL 33619
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (813) 664-1100
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
(A) SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Annual
Meeting of Stockholders was held on November 16, 1999. The following matters
were considered and acted upon, with the results indicated below:
The Stockholders elected two members of the Board of Directors, each to
serve for the term noted below or until his successor is elected and has
qualified. The names of the two directors, the votes cast for their election and
the number of votes withheld were as follows:
Term ends at
Annual Meeting
Name Votes For Votes Withheld of Stockholders in
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William D. Aiken 636,483 83,924 2002
Jeffrey D. Prol 636,473 83,934 2002
At the Annual Meeting stockholders also approved an amendment to the Company's
Restated Certificate of Incorporation providing for (a) a 1-for-500 reverse
stock split of the Company's Common Stock and (b) in lieu of the issuance of
fractional shares, a cash payment of $5.40 for each pre-reverse split share to
persons who, following the reverse split, would otherwise hold less than one
whole share of new Common Stock of record in any discrete account. The votes for
the reverse stock split proposal, the votes against it, the number of
abstentions, and the number of shares not voted, were as follows.
For Against Abstain Not Voted
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466,625 112,345 2,125 289,785
In addition, the stockholders also approved an amendment to the Company's
Restated Certificate of Incorporation providing for the reduction in the total
number of shares of capital stock which the Company shall have authority to
issue to eleven thousand (11,000), of which ten thousand (10,000) shall be
shares of Common Stock with a par value of $.01 per share and one thousand
(1,000) shall be shares of Preferred Stock with a par value of $.01 per share.
The votes for the reduction in authorized capital stock, the votes against, the
number of abstentions and the number of shares not voted were as follows:
For Against Abstain Not Voted
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465,731 111,435 3,929 289,785
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Immediately following the annual meeting, the Company filed with the
Secretary of State of Delaware a certificate reflecting, and giving effect to,
the amendments referred to above.
On November 16, 1999, the Registrant issued the press release attached
hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired.
N/A
(b) Pro forma financial information.
N/A
(c) Exhibits
Exhibit Description
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99.1 Registrant's Press Release, dated November 16, 1999.
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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 its behalf by the
undersigned thereunto duly authorized.
Date: November 16, 1999
INTERNATIONAL AMERICAN HOMES, INC.
By: /s/ Robert I. Antle
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Robert I. Antle
Executive Vice President, Treasurer and
Chief Financial Officer
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5
Exhibit Description
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99.1 Registrant's Press Release, dated November 16, 1999.
5
EXHIBIT 99.1
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PRESS RELEASE
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For Immediate Release
INTERNATIONAL AMERICAN HOMES, INC.
SHAREHOLDERS APPROVE 1 FOR 500 REVERSE STOCK SPLIT
Tampa, Florida -- November 16, 1999 --- International American Homes, Inc.
(OTC:IAHM) announced today that at its annual meeting held today, its
stockholders had approved proposals to amend the Restated Certificate of
Incorporation (a) to effect a 1 for 500 reverse stock split and to provide that
$5.40 per pre-reverse split share be paid in lieu of issuing fractional shares
to any stockholder, who, following the reverse stock split, would hold of record
less than one share of Common Stock in any discrete account, and (b) to reduce
the Company's authorized capital stock to 11,000 shares, of which 10,000 are to
be Common Stock and 1,000 shares are to be Preferred Stock.
The Company also announced that immediately following the annual meeting it
filed a Certificate of Amendment to its Restated Certificate of Incorporation
with the Secretary of State of the State of Delaware to implement the reverse
stock split and the reduction in authorized capital stock and that it is filing
a Form 15, Certification and Notice of Termination of Registration, with the
Securities and Exchange Commission, the effect of which will be to terminate the
Company's continuing disclosure obligations under the Securities Exchange Act of
1934.
CONTACT
Robert I. Antle, Chief Financial Officer
Tel. (813) 664-1100
Fax (813) 622-6813
