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U.S. 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): August 31, 1998
GILMAN & CIOCIA, INC.
(Exact Name of Registrant as Specified in its charter)
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<S> <C> <C>
Delaware 000-22996 11-2587324
(State or jurisdiction Commission (I.R.S.Employer
of incorporation or file Identification
organization) number No.)
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475 Northern Boulevard, Great Neck 11021
(Address of principal executive offices) (Zip Code)
(516) 482-4860
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
Pursuant to the Warrant Agreement (the "Warrant Agreement") dated
December 12, 1994 by and between Gilman & Ciocia, Inc., a Delaware corporation
(the "Registrant"), and Corporate Stock Transfer, Inc., a Colorado corporation,
as warrant agent, as amended July 31, 1997, the Registrant has 558,609
Redeemable Public Warrants (the "Warrants") outstanding. Each warrant entitles
the holder to purchase one share of the Registrant's common stock, par value
$0.01 per share, for a purchase price of $4.67 a share. The Warrant Agreement
provides for the expiration of the warrants at the earlier of September 9, 1997,
or the redemption date as set forth in section 8 of the Warrant Agreement. The
expiration date of the warrants was extended to the earlier of 5:00 p.m. (New
York time) on September 9, 1998 or the redemption date as set forth in section 8
of the Warrant Agreement by Amendment No. 1 to the Warrant Agreement dated July
31, 1997.
The Registrant again has amended the Warrant Agreement providing for an
extension of the expiration date of the warrants. The amendment provides that
the warrant expiration date shall be the earlier of 5:00 p.m. (New York time) on
September 28, 1998 or the redemption date as set forth in section 8 of the
Warrant Agreement.
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(c) Exhibits.
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Exhibit No. Description
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1 Amendment No. 2 dated August 31, 1998 to Warrant
Agreement dated December 12, 1994.
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SIGNATURE
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.
Dated: August 31, 1998
GILMAN & CIOCIA
By: /s/ Thomas Povinelli
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Thomas Povinelli
Chief Financial Officer
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Exhibit 1
AMENDMENT NO. 2 TO WARRANT AGREEMENT
AMENDMENT dated August 31, 1998 to the warrant agreement (the "Warrant
Agreement") dated December 12, 1994 by and between Gilman & Ciocia, Inc., a
Delaware corporation (the "Company"), and Corporate Stock Transfer, Inc., a
Colorado corporation, as warrant agent ("Warrant Agent").
WHEREAS, in connection with a public offering of 507,826 units
("Units"), each unit consisting of two (2) shares of the Company's Common Stock,
$.01 par value ("Common Stock"), and one (1) Redeemable Common Stock Purchase
Warrant, pursuant to an underwriting agreement (the "Underwriting Agreement")
dated December 9, 1994 between the Company and Patterson Travis, Inc.
("Patterson Travis"), and the issuance to Patterson Travis or its designees of
an Underwriter's Warrant to purchase 50,783 additional Units (the "Underwriter's
Warrant"), the Company issued 507,826 Common Stock Purchase Warrants
("Warrants") and may issue pursuant to the Underwriter's Warrant an additional
50,783 Warrants; and
WHEREAS, the Company and the Warrant Agent desire to amend
the Warrant Agreement as set forth herein,
NOW THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth and for the purpose of defining the terms and
provisions of the Warrants and the certificates representing the Warrants and
the respective rights and obligations thereunder of the Company, the holders of
certificates representing the Warrants and the Warrant Agent, the parties hereto
hereby agree as follows:
Section 1(i) of the Warrant Agreement is hereby amended to read as
follows:
SECTION 1. DEFINITIONS.
(i) "Warrant Expiration Date" shall mean 5:00 p.m. (New York
time) on September 28, 1998, or the Redemption Date as defined in
Section 8, whichever is earlier; provided that if such date shall in
the State of New York be a holiday or a day on which banks are
authorized to close, then 5:00 p.m. (New York time) on the next
following day that in the State of New York is not a holiday or a day
on which banks are authorized to close. The foregoing sentence to the
contrary notwithstanding, the Warrants subject to the Underwriter's
Warrant shall not be redeemable except in the case of a demand for
registration under paragraph 6(b) of the Underwriter's Warrant, as set
forth in such paragraph 6(b).
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This Amendment may be executed in several counterparts, which taken
together shall constitute a single document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
GILMAN & CIOCIA, INC.
By: /s/ Thomas Povinelli
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Thomas Povinelli
Chief Financial Officer
CORPORATE STOCK TRANSFER, INC.
By: /s/ Carylyn Bell
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Carylyn Bell
President
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