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 EARLIEST REPORTED EVENT - APRIL 2, 1999
FAB Global, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 0-15900 59-3461241
(State or other jurisdiction of(Commission (IRS Employer
incorporation or organization)File Number) Identification Number)
1612 N. Osceola
Clearwater, Florida 33755
(Address Of Registrant's Principal Executive Offices)
(727) 443-3434
(Registrant's telephone number, including area code)
(727) 443-5240
(Registrant's facsimile number, including area code)
Marci International Imports, Inc.
(Former name or former address, if changed since last report)
ITEM 5.
OTHER EVENTS
Name Change, Reverse Split and Increase in Authorized Capital
On April 2, 1999, the Corporation filed an amendment to its
Certificate of Incorporation that (a) changed the name of the
Corporation from "Marci International Imports, Inc." to "FAB
Global Inc."; (b) effected a reverse stock split in the ratio of
one (1) share of the $0.01 par value common stock of FAB Global,
Inc. ("New Common") for every eighteen (18) shares of the $0.01
par value common stock of Marci International Imports, Inc. ("Old
Common") currently issued and outstanding; and (c) increased its
authorized capital stock to 25,000,000 shares of $0.01 par value
Common Stock and 5,000,000 shares of $0.01 par value preferred
stock. Each of the foregoing amendments was approved at a meeting
of the Corporation's stockholders that was duly called, noticed
and held on June 19, 1998.
No fractional shares of New Common will be issued in
connection with the reverse split and all calculations that would
result in the issuance of a fractional share will be rounded up
to the nearest whole number. In addition, no stockholder who was
the beneficial owner of at least 100 shares of Old Common on the
date of the Amendment, will receive fewer than 100 shares of the
New Common of FAB Global, Inc. in connection with the
implementation of the reverse split and all calculations that
would result in the issuance of fewer than 100 shares of New
Common to such a stockholder will be rounded up to 100 shares. As
a result of the amendment, the 5,181,085 issued and outstanding
shares of Old Common will be consolidated into approximately
300,000 shares of New Common.
The New Common of FAB Global, Inc. will be listed on the OTC
Bulletin Board under the symbol "FABV" and open for trading on
Monday, April 5, 1999. All registered holders of certificates for
shares of Old Common will be requested to forward their
certificates to the corporation's transfer agent, together with a
completed and executed letter of transmittal, in order to receive
the shares of FAB Global, Inc. New Common of to which they are
entitled.
Probable Acquisition of Subsidiaries
On April 2, 1999, the Corporation entered into a memorandum
of understanding with FAB Capital Corporation, an Idaho
corporation ("FAB Capital") to enter into a business combination
transaction (the "Transaction") in which (a) the Corporation
agreed to reduce its issued and outstanding common stock to
300,000 shares, more or less, (b) FAB Capital agreed to exchange
all of its right title and interest in FAB Securities of America,
Inc., FAB Finanz- und Anlagen- Beratung und Vermittlung GmbH; FAB
Corporate Funding, Inc.; FAB Capital Markets, Inc.; FAB Futures,
Inc.; Momentum Capital Funding Corp.; certain marketable
securities and other mutually acceptable assets (the "Transaction
Properties") to the Corporation solely in exchange for 11,400,000
shares of the authorized common stock of the Corporation, (c) the
Corporation agreed to issue a total of 300,000 shares of
registered common stock to certain persons designated by Capston
Network Company, Inc. as compensation for services rendered to
the Corporation in connection with the negotiation and
implementation of the Transaction; (d) the Corporation agreed to
issue a total of 150,000 shares of registered common stock to its
legal counsel as compensation for services rendered in connection
with the negotiation and implementation of the Transaction; and
(e) the Corporation agreed to issue a total of 570,000 shares of
registered common stock to certain financial consultants and
other professionals as compensation for services rendered to the
Corporation in connection with the negotiation and implementation
of the Transaction. Taking all of the foregoing into account,
there will be approximately 12,720,000 post-consolidation shares
of the Company's Common Stock issued and outstanding. The closing
of the transaction is subject to negotiation and execution of a
definitive business combination agreement containing customary
terms and conditions and the filing of a Form S-8 Registration
Statement under the Securities Act of 1933 for the shares of
Common Stock issuable to Capston, legal counsel and the financial
consultants. The closing is expected to take place on April 5,
1999, or as soon thereafter as practicable.
FAB Securities of America, Inc. is a full service NASD member
broker-dealer with offices in New York and Houston. FAB
Securities employs a staff of approximately 50 persons including
20 administrative and compliance personnel and approximately 30
registered representatives.
FAB Finanz- und Anlagen- Beratung und Vermittlung GmbH is a
German Brokerage firm with offices in Frankfurt, Dresden,
Dusseldorf, Ausberg and Schoenberg. FAB Germany employs
approximately 270 personnel including 20 administrative staff and
250 brokers.
FAB Corporate Funding is a merchant banking concern that
undertakes the development of financial products (i.e. IPO's;
Private Placements; Secondary Offerings; etc.) that may be sold
through the U.S. and German broker-dealer organizations. FAB
Corporate Funding has offices in New York and San Diego and
currently employs a staff of eight persons.
FAB Capital Markets is an equity research organization that
develops and publishes general marketplace research for
affiliates of FAB Capital Corp. In addition, this division
functions as a conduit of information and ideas to the
institutional marketplace.
FAB Futures is a newly formed subsidiary of FAB Capital Corp.
and is presently inactive while awaiting the appropriate licenses
and clearing arrangements to be established.
Momentum develops and implements training and support for all
trading platforms and Internet access to the clients of the FAB
broker-dealers. In addition it is charged with the development
of day-trading subsidiaries. Momentum has a full time staff of
three and currently contracts with third parties for any short-
term staffing needs.
ITEM 7.
Financial Statements and Exhibits
(c) Exhibits.
3.1 Amendment to the Certificate of Incorporation of FAB Global, Inc.
(formerly Marci International Imports, Inc.) dated April 1, 1999
4.1 Specimen Certificate for shares of the
Corporation's $0.01 par value Common Stock
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.
FAB Global, Inc
April 2, 1999
By: /s/
Sally A. Fonner, Chief Executive Officer
Restated Articles of Incorporation-Page
AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
Marci International Imports, Inc.
ARTICLE ONE
Marci International Imports, Inc.. (the "Corporation"),
pursuant to the requirements of the General Corporation Law of
the State of Georgia, as amended, hereby adopts this Amendment to
its Articles of Incorporation.
ARTICLE TWO
The Amendment to the Articles of Incorporation set forth
herein was duly adopted in a resolution of the Corporation's
Board of Directors, submitted to the Corporation's stockholders
for their approval, and approved by a majority vote of the
Corporation's stockholders at a meeting called, noticed and held
on the 19th day of June 1998.
ARTICLE THREE
The number of shares of the Corporation outstanding at the
time of such adoption and the number of shares entitled to vote
thereon was FIVE MILLION, ONE HUNDRED EIGHT-ONE THOUSAND EIGHTY-
FIVE (5,181,085) shares of common stock (the "Common Stock"). The
holders of TWO MILLION, EIGHT HUNDRED SIXTY-ONE THOUSAND FIVE
HUNDRED NINETY-ONE (2,861,591 shares) of Common Stock were
present at the meeting in person or by proxy and each of the
amendments set forth herein was approved by the holders of a
majority of the Corporations' issued and outstanding shares of
Common Stock.
ARTICLE FOUR
The provisions of the original Articles of Incorporation and
all subsequent amendments thereto are hereby superseded by the
following amendments:
ARTICLE I
NAME
Effective with this filing, the name of the Corporation shall
be FAB Global INC.
ARTICLE IV
AUTHORIZED CAPITAL
From and after 5:00 p.m. EST on April 2,1999, the Corporation
shall be authorized to issue a total of Thirty Million
(30,000,000) shares of capital stock which shall be subdivided
into classes as follows:
(a)Twenty-five Million (25,000,000) shares of the Corporation's
capital stock shall be denominated as Common Stock, have a
par value of $.01 per share, and have the rights, powers and
preferences set forth in this paragraph. The Holders of
Common Stock shall share ratably, with all other classes of
common equity, in any dividends that may, from time to time,
be declared by the Board of Directors. No dividends may be
paid with respect to Corporation's Common Stock, however,
until dividend distributions to the holders of Preferred
Stock, if any, have been paid in accordance with the Articles
or Articless of designation relating to such Preferred Stock.
The holders of Common Stock shall share ratably, with all
other classes of common equity, in any assets of the
Corporation that are available for distribution to the
holders of common equity securities of the Corporation upon
the dissolution or liquidation of the Corporation. The
holders of Common Stock shall be entitled to cast one vote
per share on all matters that are submitted for a vote of the
stockholders. Effective at 5:00 p.m. EST on April 2,1999, and
without any further action by the holders the Common Stock of
the Corporation, the FIVE MILLION, ONE HUNDRED EIGHT-ONE
THOUSAND EIGHTY-FIVE (5,181,085) issued and outstanding
shares of the Corporation's Common Stock shall consolidated
or "reverse split" in the ratio of 1 new share for every 18
shares currently held by a stockholder so that the total
issued and outstanding capital stock of the Corporation shall
consist of THREE HUNDRED THOUSAND (300,000) shares, more or
less. No fractional shares shall be issued in connection with
the reverse split and all calculations that would result in
the issuance of a fractional share shall be rounded up to the
nearest whole number. In addition, no stockholder who was the
beneficial owner of at least 100 shares on the date of this
Amendment shall receive fewer than 100 shares of the $.01 par
value Common Stock of the Corporation in connection with the
implementation of the reverse split and all calculations that
would result in the issuance of fewer than 100 shares of
Common Stock to such a stockholder shall be rounded up to 100
shares.
(b)Five Million (5,000,000) shares of the Corporation's
authorized capital stock shall be denominated as Preferred Stock,
par value of $.01 per share. Shares of Preferred Stock may be
issued from time to time in one or more series as the Board of
Directors, by resolution or resolutions, may from time to time
determine, each of said series to be distinctively designated.
The voting powers, preferences and relative, participating,
optional and other special rights, and the qualifications,
limitations or restrictions thereof, if any, of each such series
of Preferred Stock may differ from those of any and all other
series of Preferred Stock at any time outstanding, and the Board
of Directors is hereby expressly granted authority to fix or
alter, by resolution or resolutions, the designation, number,
voting powers, preferences and relative, participating, optional
and other special rights, and the qualifications, limitations and
restrictions thereof, of each such series of Preferred Stock.
Dated April 2, 1999. Marci International
Imports, Inc.
By:
Sally A. Fonner, President
and Sole Director
FAB Global INC
INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA
THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF NEW YORK
CUSIP 30238K 10 6
NUMBER: FAB _______________
SHARES _________________
[See reverse side for certain definitions]
This certifies that __________________ is the owner of
___________________
FULLY PAID AND NONASSESSABLE SHARES, OF THE PAR VALUE OF ONE
CENT ($0.01) EACH, OF THE COMMON STOCK OF FAB1, INC.,
transferable only on the books of the Corporation by the
holder hereof in person or by Attorney, upon surrender of
this certificate properly endorsed. The owner hereof by
accepting this Certificate expressly assents to all
provisions of the Certificate of Incorporation of the
Corporation as amended, a copy of which is on file with the
Transfer Agent. This certificate is not valid until
countersigned by the Transfer Agent and registered by the
Registrar. WITNESS the facsimile seal of the Corporation
and the facsimile signatures of its duly authorized
officers.
Dated
Secretary: /s/ Judith Kaufman
Chairman of the Board: /s/ Phillip Geoffrey Cook
Countersigned and Registered: AMERICAN STOCK TRANSFER &
TRUST COMPANY, New York - Transfer Agent and Registrar
[authorized officer [signature]].
Corporate Seal: FAB Inc., 1986, Georgia.
REVERSE SIDE:
The Corporation will furnish without charge to each
stockholder who so requests a statement of the designations,
powers, preferences and relative participating, optional or
other special rights of each class of stock or series
thereof of the Corporation and the qualifications,
limitations or restrictions of such preferences and/or
rights. Such request may be made to the Corporation or the
Transfer Agent.
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws
or regulations:
TEN COM - as tenants in common; TEN ENT - as tenants by the
entireties; JT TEN - as joint tenants with right of
survivorship and not as tenants in common; UNIF GIFT MIN ACT
- - __[cust]______custodian, _[minor]_ under Uniform Gifts to
Minors Act (state name). Additional abbreviations may also
be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto ____________________ [social security
number or other identifying number of assignee; printed name
and address of assignee, including zip code] shares of the
capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint ____________
Attorney to transfer the said stock on the books of the
within named Corporation with full power of substitution in
the premises.
Dated _________________________
Notice: The signature to this assignment must correspond
with the name as written upon the face of the certificate in
every particular, without alteration or enlargement or any
change whatever.
Signature(s) Guaranteed:
_____________________________
The signature(s) should be guaranteed by an eligible
guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an
approved signature guarantee medallion program), pursuant to
S.E.C. RULE 17Ad-15.
_______________________________
1SADF
