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) June 29, 1999
PIONEER COMMERCIAL FUNDING CORP.
(Exact name of registrant as specified in its charter)
New York
(State or Other Jurisdiction of Incorporation)
0-249408-NY 13-3763437
(Commission File Number) (I.R.S. Employer Identification No.)
21700 Oxnard Street, Suite 1650, Woodland Hills, CA 91367 (Addresses of
principal executive offices) (Zip Code)
(818) 346-1921
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
At the Annual Meeting of Shareholders held on June 29, 1999 the shareholders
elected the following persons as directors:
Boaz Harel
M. Albert Nissim
Richard Fried
Tamar Lieber
Lynda Davey
Joseph Samuels
In addition, the shareholders approved an amendment to the Company's Certificate
of Incorporation to reclassify all issued shares of common stock to reflect a
two (2) shares for one (1) share reverse split. As a result, the 5,542,272
outstanding shares have been changed into 2,771,136 shares. The authorized, but
unissued shares were changed from 14,457,728 shares to 17,228,864 shares.
The shareholders also ratified the appointment of Lazar Levine & Felix LLP as
the auditors of the Company for the year ended December 31, 1999.
ITEM 7. Financial Statements, Pro Forma Information and
Exhibits.
(c) Exhibits
1. Certificate of Amendment of the Certificate of
Incorporation of the Registrant effectuating the
reverse split.
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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.
PIONEER COMMERCIAL FUNDING CORP.
(Registrant)
By: /s/ David W. Sass, Secretary
DATED: June 29, 1999
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
PIONEER COMMERCIAL FUNDING CORP.
Under Section 805 of the Business Corporation Law
of the State of New York
Pursuant to the provisions of Section 805 of the Business Corporation Law of the
State of New York, the undersigned M. Albert Nissim and David W. Sass, the
President and Secretary, respectively, of Pioneer Commercial Funding Corp. (the
"Company"), hereby certify that:
1. The original name of the Company is PCF ACQUISITION CORP.
2. The amended name of the Company is Pioneer Commercial Funding Corp.
3. The Certificate of Incorporation of the Company was filed by the Secretary of
State of New York on March 8, 1994.
4. The Certificate of Incorporation, as heretofore amended, is further amended
in accordance with Section 805(a)(4) to (a) change the 5,542,272 issued shares
of Common Stock, par value $.01 per share (the "Common Stock"), to 2,771,136
issued shares of Common Stock, to reflect a two (2) shares for one (1) share
Reverse Stock Split with all reclassified shares resulting in fractional shares
to be rounded up; and (b) change the 14,457,728 unissued shares of Common Stock
to 17,228,864 shares of unissued Common Stock.
5. The foregoing amendment of the Certificate of Incorporation herein certified
was authorized by vote of the Board of Directors, and was thereafter duly
adopted by vote of a majority of the shares of Common Stock cast in favor
thereof at an annual meeting of the shareholders held on June 29, 1999 at which
a quorum was present and acting throughout.
6. Paragraph FOURTH a) of the Certificate of Incorporation relating to the total
authorized shares of capital stock which the Corporation is authorized to issued
after the foregoing amendments shall remain unchanged, as follows:
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"FOURTH a) The Corporation shall be authorized to issue the following shares:
Class Number of Shares Par Value
COMMON 20,000,000 $.01"
IN WITNESS WHEREOF, this Certificate has been subscribed this ____ day of June,
1999 by M. Albert Nissim and David W. Sass, the President and Secretary,
respectively, of the Company, who affirm that the statements made herein are
true under the penalties of perjury.
PIONEER COMMERCIAL FUNDING CORP.
By:/s/ M. Albert Nissim, President
By: /s/ David W. Sass, Secretary
