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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) MARCH 29, 1999
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D-VINE LTD.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
DELAWARE 22-2732163
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
712 FIFTH AVENUE, 7TH FLOOR, NEW YORK, NEW YORK 10019
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(Address of Principal Executive Offices) (Zip Code)
(212) 582-3400
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, If Changed since Last Report.)
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ITEM 5. OTHER EVENTS
On March 29, 1999, the Board of Directors of the Registrant, authorized
one for one-thousand (1 for 1,000) reverse stock split of its issued and
outstanding common , $.01 par value. The record date for those shares subject to
the reverse split was March 26, 1999. The Company will not issue fractional
shares due to the Reverse Split but will issue a whole share of the Company's
common stock to holders in lieu of fractional shares. The reverse stock split
and the amendment to the Certificate of Incorporation were approved by the
written consent of the shareholders of the Registrant, who held in excess of 78%
of the issued and outstanding common stock of the Registrant on March 26, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following Exhibits are included in this Current Report on Form 8-K:
(3) Certificate of Amendment dated March 30, 1999
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.
D-VINE, LTD.
(Registrant)
Date: March 30, 1999 By: /s/ Edward J. Tobin
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Edward J. Tobin, President
(Chief Executive Officer, Financial
and Accounting Officer)
1
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CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
D-VINE, LTD.
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It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation") is
D-Vine, Ltd.
2. The certificate of incorporation of the Corporation is hereby amended
by striking out Article Forth thereof and by substituting in lieu of said
Article the following new Article Fourth:
The Corporation shall have the authority to issue 60,000,000 shares of
which 50,000,000 shares shall be common stock having a $0.01 par value each
(the "Common Stock") and 10,000,000 shares shall be preferred stock having
a $0.01 par value each (the "Preferred Stock"). Each 150 shares of Common
Stock outstanding on February 20, 1996, shall be deemed on and after such
date to be one share of Common Stock of the Corporation, par value $0.01
per share.
Each share of outstanding common stock, par value $.01 per share (the
"Common Stock"), of the Corporation, outstanding on March 26, 1999, shall
be reclassified as, and become, one one thousandth (1/1000) of a share of
Common Stock of the Corporation and the number of shares of Common Stock of
the Corporation represented by each stock certificate representing Common
Stock of the Corporation outstanding on March 26, 1999 shall be
proportionally adjusted by dividing such number by one thousand (1000). No
fractional shares will be issued pursuant to this reclassification and in
lieu of fractional shares, registered holders will be entitled to receive
the appropriate number of shares they are entitled to rounded up for any
fractional share to the next whole share of Common Stock. Notwithstanding
the foregoing, the authorized capital of the Corporation shall remain as
60,000,000 shares, of which 50,000,000 shares shall be common stock having
a $0.01 par value each, and 10,000,000 shares shall be preferred stock
having a $0.01 par value each.
3. The amendment of the certificate of incorporation of the Corporation
herein certified was duly adopted, pursuant to the provisions of Sections 228
and 242 of the General Corporation Law of the State of Delaware, by the
unanimous votes of the Board of Directors and of consent of the majority of the
shareholders of the Corporation on March 29, 1999.
Signed on March 29, 1999.
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Edward J. Tobin, President
