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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT JULY 29, 1997 (DATE OF EARLIEST EVENT
REPORTED)
GREENSTONE ROBERTS ADVERTISING, INC.
(Exact name of registrant as specified in its charter)
Commission file number 000-17468
NEW YORK 11-2250305
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
ONE HUNTINGTON QUADRANGLE
SUITE 1C14
MELVILLE, NEW YORK 11747
(Address of principal executive offices) (Zip Code)
(516) 249-2121
Registrant's telephone number, including area code
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Item 5. OTHER EVENTS
The Company's Common Stock is listed on the National Association of
Securities Dealer's Automated Quotations System (the "NASDAQ System"). Under the
NASDAQ rules, to continue listing on the NASDAQ System, a company must have and
maintain, among other things, a minimum bid price per share of $1.00.
As of June 18, 1997, the date of the related Proxy Statement, the
Company was in compliance with all of the NASDAQ requirements, except the
requirement for a minimum bid price of $1.00 per share. The Board of Directors
determined that continued listing of the Company's Common Stock on the NASDAQ
System is in the best interests of the holders of the Common Stock.
On April 18, 1997 NASDAQ wrote the Company requiring the Company to
submit by July 18, 1997 a plan to comply with the minimum bid price requirement.
To prevent the Common Stock from being delisted from the NASDAQ System due to
the minimum price requirement of $1.00 per share, the Board of Directors
determined to ask that the Company's stockholders approve a proposal that would
authorize the Board of Directors to cause to be filed an amendment to the
Certificate of Incorporation to effect a reverse 1-for-10 stock split ("Reverse
Stock Split"). Such shareholder approval was granted July 29, 1997 .
The Company is currently authorized to issue 31,000,000 shares of
Common Stock, of which at the close of business on June 12, 1997 10,600,000
were issued (including 3,146,082 shares of treasury stock) and 7,453,918 shares
were outstanding. With the Reverse 1-for-10 Stock Split, the number of
authorized shares remain the same, but the number of shares issued and
outstanding decreased to approximately 1,060,000 issued shares and
approximately 745,400 outstanding shares. With the exception of the number of
issued and outstanding shares, the rights and preferences of the shares of
Common Stock of the Company before and after the Reverse Stock Split remain the
same.
The result of the Reverse Stock Split is that stockholders of the
Company who own ten (10) or more shares of Common Stock will receive one share
of new Common Stock for each ten (10) shares of Common Stock held at the time of
the Reverse Stock Split, and one additional share in lieu of the issuance of
fractional shares of new Common Stock. Stockholders of the Company who own fewer
than ten (10) shares of Common Stock on July 29, 1997 will be entitled to
receive one (1) Share of new Common Stock in lieu of receiving fractional shares
resulting from the Reverse Stock Split.
On July 29, 1997 the Company filed an amendment to its Certificate of
Incorporation with the New York Secretary of State, and the Reverse Stock Split
became effective with that filing.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(C) EXHIBITS
1. Amendment to Certificate of Incorporation
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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 thereunto duly authorized.
Greenstone Roberts Advertising, Inc.
By: /s/ Leonard Schrift
Name: Leonard Schrift
Title: Executive Vice President
and Chief Financial Officer
Date: July 29, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF EXHIBIT
<S> <C>
1. Amendment to Certificate of Incorporation
</TABLE>
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EXHIBIT 1
AMENDMENT TO THE
COMPANY'S CERTIFICATE OF INCORPORATION
1. The Certificate of Incorporation is amended to effect a Reverse
Stock Split of shares of Common Stock of the Corporation, par value $.01 per
share ("Common Stock") on the basis of issuing one share of Common Stock for
each ten (10) issued shares of Common Stock, by amending ARTICLE FOURTH of the
Certificate of Incorporation to read as follows:
FOURTH. The aggregate number of shares which the
corporation shall have authority to issue is thirty-one million
(31,000,000) shares, of which thirty million (30,000,000) shares shall
be designated Common Shares, par value $.01 par share, and 1,000,000
shares shall be designated Preferred Shares, $1.00 par value. The
relative rights, preferences and limitations of the shares of each
class are as follows:
(A) The Preferred Shares authorized hereby may be
issued (i) in such series and with such voting
powers, full or limited, or no voting powers, and
such designations, preferences and relative,
participating, optional or other special rights, and
with such qualifications, limitations or restrictions
thereon, as the Board of Directors shall fix by
resolution, and (ii) in such number of shares in each
series as the Board of Directors shall fix; provided
that the aggregate number of all Preferred Shares
issued does not exceed the number of Preferred Shares
authorized hereby.
(B) Holders of Common Shares shall be
entitled to such dividend, liquidation and voting
rights and such other rights and privileges as are
provided by the Business Corporation Law, subject to
the rights of holders of Preferred Shares issued
pursuant to the provisions of paragraph (A) above.
(i) Upon the filing of this amendment with
the office of the Secretary of State of the
State of New York, each Common Share, par
value $.01, of the Corporation, issued at
such time, shall be changed into one-tenth
(0.1) of one fully paid and non-assessable
Common Share of the Corporation. In lieu of
the issuance of any fractional shares that
would otherwise result from the Reverse
Stock Split effected by this paragraph, the
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Corporation shall issue to any stockholder
that would otherwise receive fractional
shares one (1) additional Common Share.
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