UNITED STATES
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
December 18, 1998
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Date of Report (Date of Earliest Event Reported)
Greater China Corporation
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(Name of Registrant as specified in its charter)
Delaware 22-3057451 0-15937
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(State or other (IRS Employer) (Commission File
jurisdiction of Identification No) Number)
incorporation or
organization
27 East 61st Street
Third floor
New York, NY 10021
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(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 935-0561
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Greater China Corporation
Form 8-K
ITEM 5 - Other Events
As of December 18, 1998, by unanimous written consent of the Board of
Directors of Greater China Corporation, a Delaware corporation (the
"Corporation"), and by the written consent of 13,030,073 shares of the
Corporation's Common Stock, par value $0.02 per share (the "Common Stock")
representing 53% of the issued and outstanding shares of Common Stock, the
Corporation has resolved to amend the Certificate of Incorporation to increase
the authorized capitalization of the Corporation to 100,000,000 shares of Common
Stock, $0.02 par value and 1,000,000 shares of Preferred stock, $0.02 par value
(the "Preferred Stock") from 25,000,000 shares of Common Stock and no shares of
Preferred Stock.
ITEM 8 - Change in Fiscal Year
At a special meeting of the Board of Directors of Greater China
Corporation (the "Corporation") held on December 18, 1998, the Board of the
Corporation, by unanimous written consent, has changed the fiscal year end of
the Corporation to December 31. The Board determined that it was in the best
interest of the Corporation to change its fiscal year end to facilitate its
annual SEC filings and to maintain consistency with its operating subsidiary in
China that is mandated to have a December 31 year end. The Corporation intends
to file a transition report for the transition period from April 1, 1998 to
December 31, 1998 either on Form 10-KSB or Form 10-QSB, pursuant to Rule 15d-10
promulgated under the Securities Exchange Act of 1934, as amended.
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Item 7 - Financial Statements and Exhibits
(c) 3.1 Form of Certificate of Amendment to Certificate of Incorporation
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Greater China Corporation
Form 8-K
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunder duly authorized.
GREATER CHINA CORPORATION
Dated: December 18,1998 By: /s/ Peter R. Barker
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Peter R. Barker
Executive Vice President
Exhibit 3.1
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
Greater China Corporation, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST, That Board of Directors of said Corporation, by unanimous written
consent of its members, filed with the minutes of the Board, adopt a resolution
proposing and declaring advisable the following amendment to the Certificate of
Incorporation of said Corporation:
BE IT RESOLVED that the Certificate of Incorporation of Greater China
Corporation be amended by changing the fourth Article thereof so that, as
amended, said Article shall be read as follows:
1. The total number of shares of stock which the Corporation shall have
the authority to issue is One Hundred and One Million shares
(101,000,000, consisting of One Hundred Million (100,000,000) shares of
Common Stock, par value $0.02 per share (the "Common Stock"), and One
Million (1,000,000) shares of Preferred Stock, par value $0.02 per
share, (the Preferred Stock").
2. Shares of Preferred Stock may be issued from time to time in one or
more series as may be established from time to time by resolution of
the Board of Directors of the Corporation (the "Board of Directors"),
each of which series shall consist of such number of shares and have
such distinctive designation or title as shall be fixed by resolution
of the Board of Directors prior to the issuance of any shares of such
series. Each such class or series of Preferred Stock shall have such
voting powers, full or limited, or no voting powers, and such
preferences and relative, participating, optional or other special
rights and such qualifications, limitations or restrictions thereof, as
shall be stated in such resolution or the Board of Directors providing
for the issuance of such series of Preferred Stock. The Board of
Directors is further authorized to increase (but not below the number
of shares of such class or series then outstanding) the number of
shares of any series subsequent to the issuance of that series.
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given written consent to said amendment and written notice of
the adoption of the amendment has been given as provided in Section 228 or the
General Corporation Law of the State of Delaware to every stockholder entitled
to such notice.
THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of sections 242 and 228 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, we the undersigned have executed this certificate this
18th day of December 1998.
/s/ Gary S. Robinson /s/ Peter R. Barker
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Gary S. Robinson, President Peter R. Barker, Secretary
