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) October 20, 1999
REINHOLD INDUSTRIES,INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-18434 13-2596288
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
12827 EAST IMPERIAL HWY., SANTA FE SPRINGS, CA 90670
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (562) 944-3281
N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
On October 20, 1999, a Special Meeting of Stockholders of the Corporation was
held to consider and vote on the following proposals:
1. To consider and act upon a proposal to amend the Company's Amended
and Restated Certificate of Incorporation to increase the number of
authorized shares of capital stock of the Corporation from 2,500,000
shares to 50,000,000 shares by (a) increasing the number of authorized
shares of Class A New Common Stock, par value $.01 per share (the
"Class A Common Stock" or "Common Stock") from 2,500,000 shares to
45,000,000 shares, and (b) authorizing a class of preferred stock,
consisting of 5,000,000 authorized shares (the "Preferred Stock"), for
which the Board of Directors will have authority to establish the
rights and preferences of any series prior to the issuance of any such
series and to issue such Preferred Stock in one or more series, without
further approval of stockholders of the Company;
2. To consider and act upon a proposal to amend the Company's Amended
and Restated By-laws to increase the size of the Board of Directors to
between three and ten directors, with the exact number to be determined
from time to time by vote of a majority of the Board of Directors;
3. To consider and act upon a proposal to approve and ratify the
Company's Management Agreement with Hammond, Kennedy, Whitney &
Company, Inc., a private equity firm;
4. To transact such other business as may properly be brought before
the meeting or any adjournment thereof.
Results of the voting were as follows:
For Against Abstain Not Voted
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Item 1. 1,338,178 86,870 4,617 2,664
Item 2. 1,352,663 72,710 4,292 2,664
Item 3. 1,317,063 109,057 6,209 0
All proposals were approved by the stockholders. There were no further items of
business discussed at the meeting.
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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.
REINHOLD INDUSTRIES, INC.
(Registrant)
Date: November 11, 1999 By: /s/ Brett R. Meinsen
Brett R. Meinsen
Vice President -
Finance & Administration
