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
Date of Report (Date of earliest event reported) July 11, 1995
National Capital Management Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-16819 94-3054267
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
50 California Street, San Francisco, CA 94111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415)989-2661
(Former name or former address, if changed from last report.)
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FORM 8-K
Item 5. Other Events
Pursuant to the approval of the stockholders on June 28,
1995, the Registrant implemented a reverse stock split which
was effective July 11, 1995, whereby each three shares of
common stock was converted into one share of Common Stock.
As a result of the reverse stock split, the Registrant has
6,666,666 shares of authorized common stock, of which
1,650,524 are issued and outstanding. All such shares are of
the par value of $.01.
Item 7. Financial Statements and Exhibits
The following documents are filed as part of this report:
(c) Exhibits:
3(ii).3 Certificate of Amendment of
Certificate of Incorporation of National
Capital Management Corporation dated June
29,1995.
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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.
NATIONAL CAPITAL
MANAGEMENT CORPORATION
Date: July 12, 1995 By: \s\ Leslie A. Filler
Leslie A. Filler
Principal Financial Officer and
Principal Accounting Officer
State of Delaware
Page 1
Office of the Secretary of State
________________________________
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE
STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS
A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "NATIONAL CAPITAL MANAGEMENT
CORPORATION", FILED IN THIS OFFICE ON THE THIRTIETH
DAY OF JUNE, A.D. 1995, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN
FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS FOR
RECORDING.
\s\ Edward J. Freel
Edward J. Freel, Secretary of State
AUTHENTICATION: 7564252
2133593 8100 DATE: 07-06-95
950148537
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CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
NATIONAL CAPITAL MANAGEMENT CORPORATION
It is hereby certified that:
1. The name of corporation ("Corporation") is National
Capital Management Corporation.
2. Herbert J. Jaffe is the president of the Corporation.
This Certificate is executed by Herbert J. Jaffe in his capacity
as president of the Corporation, and the facts stated in the
Certificate are true.
3. The Certificate of Incorporation of the Corporation is
hereby amended by deleting paragraph Fourth of the Certificate of
Incorporation and replacing it with the following:
"FOURTH. The total number of shares of
stock which the Corporation shall have authority to
issue is 9,666,666 shares, of which 6,666,666 shares
shall be Common Stock and 3,000,000 shares shall be
Preferred Stock (the "Preferred Stock"). All such
shares are of the par value of .01. On the
effectiveness of this amendment of the Certificate of
Incorporation, each outstanding share of Common Stock
shall be converted, automatically and without further
action on the part of any stockholder, into one-third
of one share of Common Stock; provided that on such
effectiveness, if any fractional shares result from
such conversion, the Corporation shall pay in cash to
the respective holders of such fractions the fair value
of such fractions."
4. The foregoing amendment has been duly adopted in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
Dated: June 29, 1995 \s\ Herbert J. Jaffe
HERBERT J. JAFFE, PRESIDENT
ATTEST: \s\ Leslie A. Filler
LESLIE A. FILLER
ASSISTANT SECRETARY
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ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA )
)
COUNTY OF SAN FRANCISCO )
On June 29, 1995, before me, Claudia L. Courtade, a Notary
Public in and for said state, personally appeared Herbert J.
Jaffe, personally known to me to be the person whose name is
subscribed to the within instrument, and acknowledged to me that
he executed the same in his authorized capacity(ies) and that by
his signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.
CLAUDIA L. COURTADE
\s\ Claudia L. Courtade COMM. #1048039
Notary Public (Seal) Notary Public-California
SAN FRANCISCO COUNTY
My Comm. Expires DEC 26,1998
Description of Document: Certificate of Amendment of Certificate
of Incorporation of National Capital
Management Corporation
