SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 28, 1997
WESTMARK GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-18945 84-1055077
(Commission File Number) (I.R.S. Employer
Identification No.)
355 N.E. FIFTH AVENUE, DELRAY BEACH, FLORIDA 33483
(Address of principal executive offices, including zip code)
(561) 243-8010
(Registrant's telephone number, including area code)
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ITEM 1 CHANGES IN CONTROL OF REGISTRANT
Inapplicable
ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
Inapplicable
ITEM 3 BANKRUPTCY OR RECEIVERSHIP
Inapplicable
ITEM 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Inapplicable
ITEM 5 OTHER EVENTS
The Annual Meeting of the Shareholders was held August 28, 1997. At
the meeting, the shareholders of the Company voted in favor of the
following: (i)a minimum 1 for 3 up to a maximum 1 for 5 reverse
split of the Company's outstanding shares of common stock, (ii) an
amendment to the Certificate of Incorporation decreasing the number
of authorized shares of common stock from 50 million to 15 million,
and (iii) the adjustment of the par value of the common stock from
$.001 to $.005.
Effective August 27, 1997, Norman Birmingham resigned as chief
financial officer of the Company. On August 28,1997, the board of
directors appointed Irv Bowen as chief financial officer of the
Company.
ITEM 6 RESIGNATIONS OF REGISTRANT'S DIRECTORS
Norman Birmingham and Todd Walker were not re-elected as directors
of the Company.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
In accordance with Item 601 of Regulation S-K, the Amendment to the
Certificate of Incorporation is filed as an Exhibit hereto.
ITEM 8 CHANGE IN FISCAL YEAR
Inapplicable
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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 hereunto duly authorized.
WESTMARK GROUP HOLDINGS, INC.
By /s/ MARK SCHAFTLEIN
MARK SCHAFTLEIN, President
Dated: August 29, 1996
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EXHIBITS
Exhibit
NO.
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3.1 Certificate of Amendment to the Certificate of Incorporation
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
WESTMARK GROUP HOLDINGS, INC.
Westmark Group Holdings, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: "That at a meeting of the Board of Directors of Westmark Group
Holdings, Inc. Resolutions were duly adopted setting forth a proposed amendment
to the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, That the Certificate of Incorporation of this corporation
be amended by changing Article IV thereof so that, as amended said Article
shall be and read as follows:
The corporation shall have authority to issue a total of 15,000,000
shares of Common Stock, par value $.005 per share and 10,000,000 shares of
Preferred Stock, par value $.001 per share.
Shares of Preferred Stock of the Corporation may be issued from time
to time in one or more classes or series, each of which class or series
shall have such distinctive designation or title as shall be determined by
the Board of Directors of the Corporation ("Board of Directors") prior to
the issuance of any shares thereof. Each such class or series of Preferred
Stock shall have such voting powers, full or limited, or no voting powers,
and such qualifications, limitations or restrictions thereof, shall be
stated in such resolution or resolutions providing for the issue of such
class or series of Preferred Stock as may be adopted from time to time by
the Board of Directors prior to the issuance of any shares thereof
pursuant to the authority hereby expressly vested in it, all in accordance
with the laws of the State of Delaware.
Subject to all of the rights on the Preferred Stock or any series
thereof described in appropriate certificates of designation, the holders
of the Common Stock shall be entitled to receive, when, as, and if
declared by the Board of Directors, out of funds legally available
therefore, the dividends payable in cash, common stock, or otherwise to
receive, when, as, and if declared by the Board of Directors, out of funds
legally available therefore, the dividends payable in cash, common stock,
or otherwise.
No stockholder of the Corporation shall have the right of cumulative
voting at any election of Directors of the Corporation.
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SECOND: That thereafter, pursuant to resolution of its Board of Directors,
the annual meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said Westmark Group Holdings, Inc., has caused this
certificate to be aligned by Mark Schaftlein its President and Chief Executive
Officer this 28th day of August, 1997.
Westmark Group Holdings, Inc.
By:/s/ MARK SCHAFTLEIN
Mark Schaftlein
President/Chief Executive Officer
