1
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): November 12, 1998
MONACO FINANCE, INC.
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(Exact Name of Registrant as Specified in Charter)
Colorado 0-18819 84-1088131
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(State or Other Jurisdiction (Commission File Number)
(I.R.S. Employer Identification No.)
of Incorporation)
370 Seventeenth Street, Suite 5060
Denver, Colorado 80202
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(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (303) 592-9411
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Total number of pages is 4.
The exhibit index appears at sequential page no. 2.
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ITEM 5. OTHER EVENTS.
On November 12, 1998, the shareholders of Monaco Finance, Inc. (the
"Company") approved a reverse split of the Company's Class A and Class B
Common Stock on the basis of one share for each five shares issued and
outstanding. On November 19, 1998, the Company's Board of Directors reviewed
and approved the split to be effective at the open of trading on the Nasdaq
Stock Market on Monday, November 23, 1998.
By letter dated November 4, 1998, The Nasdaq Stock Market Inc. advised
the Company that it would move the Company's listing of its Class A Common
Stock to the Nasdaq SmallCap Market effective November 6, 1998, pursuant to
the requirement that the Company effectuate a reverse split of that stock
sufficient to bring it into compliance with the $1.00 per share minimum bid
price. Thereafter, the closing bid price must meet or exceed $1.00 per share
for a minimum of ten consecutive trading days. In addition, the Company must
be able to demonstrate compliance with all requirements for continued listing
on the Nasdaq SmallCap Market. Nasdaq has informed the Company that for the
20 trading days after the reverse stock split is effected, the Class A Common
Stock will trade on the Nasdaq SmallCap Market under the symbol "MONAD."
Thereafter, it will revert to "MONFA." In the event the requirements for
trading on the Nasdaq SmallCap Market are not satisfied, management
anticipates that the Class A Common Stock will trade on the OTC Bulletin
Board.
On November 12, 1998, the shareholders of the Company also approved an
amendment to its articles of incorporation, a copy of which is attached hereto
as Exhibit 3.6.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
3.6 Articles of Amendment to Articles of Incorporation
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.
MONACO FINANCE, INC.
Date: November 19, 1998 By: /s/ Irwin L. Sandler
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Its: Executive Vice President
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Exhibit 3.6
Form of Articles of Amendment to Articles of Incorporation
if Reverse Stock Split is effected
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is MONACO FINANCE, INC.
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SECOND: The following amendment to the Articles of Incorporation was adopted
on November 12, 1998, as prescribed by the Colorado Business Corporation Act,
in the manner marked with an X below:
No shares have been issued or Directors Elected - Action by
Incorporators
No shares have been issued but Directors Elected - Action by
Directors
Such amendment was adopted by the board of directors where shares
have been issued and shareholder action was not required.
X Such amendment was adopted by a vote of the shareholders. The
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number of shares voted for the amendment was sufficient for approval.
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The Articles of Incorporation shall be amended by striking the existing
Section 4.1 of the Preferences, Limitations And Relative Rights of 8%
Cumulative Convertible Preferred Stock, Series 1998-1 and inserting in lieu
thereof the following new section:
4.1 VOLUNTARY CONVERSION. The Preferred Stock may be converted in
whole or in part at any time and from time to time into shares of Class A
Common Stock ("Voluntary Conversion") at the rate of four shares of Class A
Common Stock for each two shares of Preferred Stock so converted (the
"Conversion Ratio"). The Conversion Ratio is subject to automatic adjustment
as provided in Section 4.8.
The Articles of Incorporation shall be amended by striking the existing
Section 4.8 of the Preferences, Limitations And Relative Rights of 8%
Cumulative Convertible Preferred Stock, Series 1998-1 and inserting in lieu
thereof the following new section:
4.8 STOCK SPLITS AND STOCK DIVIDENDS. In case the Corporation shall
at any time issue Class A Common Stock -by way of dividend or other
distribution on any stock of the Corporation or subdivide or combine the
out-standing shares of Class A Common Stock, the Conversion Ratio and the
market price of the Class A Common Stock that causes Automatic Conversion of
the Preferred Stock into shares of Class A Common Stock as provided in Section
4.2 herein shall be decreased in the case of such issuance (on the day
following the date fixed for determining sharehold-ers entitled to receive
such dividend or other distribution) or decreased in the case of such
subdivision or increased in the case of such combination (on the date that
such subdivi-sion or combination shall become effective) in same proportion as
the increase or decrease in the outstanding shares of Class A Common Stock.
THIRD: If changing corporate name, the new name of the corporation is
FOURTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendment shall be effected, is as follows: None
If these amendments are to have a delayed effective date, please list that
date:
(Not to exceed ninety (90) days from the date of filing)
MONACO FINANCE, INC.
Signature: /s/ Morris Ginsburg
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Morris Ginsburg, President
