FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 11, 1998
Global A, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-17941 22-2686442
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
2300 Northlake Centre Drive, Suite 200
Tucker, Georgia 30084
(Address of Principal Executive Offices)
Registrant's telephone number: (770)496-4565
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FORM 8-K
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On August 28, 1998, the Board of Directors of the Registrant elected to
dismiss Tanner+Co as independent auditors for the Registrant, and engage
Grant Thornton, LLP as independent auditors for the Registrant. Tanner+Co
audited the Registrant for the two most recent fiscal years ended December
31, 1997 and December 31, 1996. During those years, the Registrant did not
have any assets or operations. In June 1998, the Registrant agreed to
acquire all of the common stock of Emission Control, SDN BHD ("EC"), a
Malaysian corporation, by the issuance of 10,000,000 shares of common stock
to the shareholders of EC, which gave the shareholders of EC voting control
over the Registrant. In connection with the acquisition of EC, the
existing Board of Directors of the Registrant resigned, and affiliates of
EC were appointed to the Board of Directors of the Registrant. Prior to
the completion of the acquisition of EC by the Registrant, EC had retained
Grant Thornton, LLP as its independent auditor. Because the assets and
operations of EC constitute substantially all of the assets and operations
of the Registrant, the Board of Directors of the Registrant determined that
it was in the Registrant's best interests to retain Grant Thornton, LLP,
instead of Tanner+Co, as the Registrant's independent auditors. The
Registrant's Board of Directors does not have a separate audit committee.
Tanner+Co's opinion on financial statements for the Registrant for the past
two years were qualified as being on a liquidation basis. To the best of
the Registrant's knowledge, during the previous two fiscal years and the
subsequent interim period, there were no disagreements with Tanner+Co on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.
ITEM 5. OTHER EVENTS
On August 11, 1998, the Registrant amended its Certificate of Incorporation
to (a) change its name to Global A, Inc., (b) increase the number of
authorized shares of common stock from 25,000,000 to 40,000,000, (c)
increase the number of authorized shares of preferred stock from 4,550 to
5,000,000, and (d) change the par value of the preferred stock from $100
per share to $0.01 per share. As permitted by the Delaware General
Corporation Law, the amendment was approved by the written consent of a
majority of the shareholders of the Registrant entitled to vote instead of
by a shareholders meeting.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired: Not Applicable.
(b) Pro forma financial information: Not Applicable.
(c) Exhibits:
3.1 Certificate of Amendment to Restated Articles of
Incorporation.
16.1 Letter from Tanner+Co. regarding change in certifying
accountant.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Not applicable.
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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.
GLOBAL A, INC.
Date: 9/1/98 By: /s/ John Ranko Lozo
_____________________________
John Ranko Lozo, Vice President
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
Specialty Retail Services, 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 Specialty Retail
Services, Inc. resolutions were duly adopted setting forth a proposed
amendment of 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 the Article thereof numbered "First" so that, as
amended, said Article shall be and read as follows:
"FIRST: The name of the corporation (hereinafter called the
"Corporation") is Global A, Inc."
RESOLVED, that the Certificate of Incorporation of this Corporation be
amended by changing the Article thereof numbered "Fourth" so that, as
amended, said Article shall be and read as follows:
"FOURTH: The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is Forty-Five Million
(44,000,000) shares of capital stock, consisting of:
(a) Forty Million (40,000,000) shares of Common Stock, $0.01 par value
("Common Stock");
(b) Five Million (5,000,000) shares of preferred stock, $0.01 par
value, which may be issued in series by the Board of Directors as
hereinafter provided.
Rights of Common Stock. Each share of Common Stock issued and
outstanding shall be identical in all respects with the other, and no
dividends shall be paid on any shares of Common Stock unless the same
dividend is paid on all shares of Common Stock outstanding at the time of
such payment. Each holder of shares of Common Stock shall be entitled to
one vote for each share of Common Stock held by him. The shares of Common
Stock do not have cumulative voting rights, preemptive, subscription or
conversion rights and are not redeemable by the Corporation. Except as may
be provided by the General Corporation Law of the State of Delaware, and
subject to the rights of any series of Preferred Stock which may be
authorized and outstanding, the holders of Common Stock shall have
exclusively all other rights of stockholders including, but not by way of
limitation, (i) the right to receive dividends, when, as and if declared by
the Board of Directors out of assets lawfully available therefor, and (ii)
in the event of any distribution of assets upon liquidation, dissolution or
winding up of the Corporation or otherwise, the right to receive ratably
and equally all the assets and funds of the Corporation.
Rights of Preferred Stock. Shares of Preferred Stock may be issued
from time to time in one or more series. Preferred Stock shall have voting
rights, no voting rights, or such special voting rights as the Board of
Directors may fix and determine in issuing such stock, and shall have
rights to receive cumulative, non-cumulative, or partially cumulative
dividends as the Board of Directors may fix and determine in issuing such
stock. Before any shares of Preferred Stock of any particular series shall
be issued, the Board of Directors shall fix and determine and is hereby
expressly empowered to fix and determine, in the manner provided by law,
the following provisions of the shares of such series:
i) the distinctive designation of such series and the number of
shares which shall constitute such series, which number may be increased
(except where otherwise provided by the Board of Directors in creating such
series) or decreased (but not below the number of shares thereof then
outstanding) from time to time by like action of the Board of Directors;
ii) the rate of dividend payable on shares of such series, the
times of payment of the dividends, whether dividends shall be cumulative,
conditions upon which and the date from which such dividends shall be
accumulated on all shares of such series, and whether arrearages on the
payment of dividends will bear interest;
iii) the time or times when and the price or prices at which
shares of such series shall be redeemable and the purchase, retirement or
sinking fund provisions, if any, for the purchase or the redemption of such
shares;
iv) the amount payable on shares of such series in the event of
any voluntary or involuntary liquidation, which shall not be deemed to
include the merger or consolidation of the corporation or a sale, lease, or
conveyance of all or part of the assets of the corporation;
v) the rights, if any, of the holders of shares of such series to
convert such shares into, or exchange such series for, shares of common
stock or shares of any other series of Preferred Stock and the terms and
conditions of such conversion or exchange; and
vi) the voting rights of shares of such series or absence thereof
and the extent of such voting rights, if any."
SECOND: That thereafter, pursuant to Section 228 of the General
Corporation Law, a majority of the holders of the common stock of said
corporation entitled to vote on the proposed amendments provided their
written consent thereto.
THIRD: That said amendments were duly adopted in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the
State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced
under or by reason of said amendments.
IN WITNESS WHEREOF, said Specialty Retail Services, Inc. has caused
this certificate to be signed by John Ranko Lozo, an authorized officer,
this 8th day of July 1998.
By: /s/ John Ranko Lozo
Name: John Ranko Lozo
Title: Vice President
[Tanner+Co. letterhead]
August 31, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Specialty Retail Services
File Ref. No. 1-11871
We were previously the principal accountant for Specialty Retail
Services and under the date of March 18, 1998, we reported on the
consolidated financial statements of Specialty Retail Services and
subsidiaries as of and for the years ended December 31, 1997, 1996 and
1995. On August 28, 1998, our appointment as principal accountant was
terminated. We have read Specialty Retail Services's statements included
in Item 4 of its Form 8-K dated September 1, 1998, and we agree with such
statements.
Sincerely,
/s/ Tanner+Co.
