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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 19, 1998
Sel-Leb Marketing, Inc.
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(Exact name of registrant as specified in its charter)
New York 1-13856 11-3180295
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
495 River Street, Paterson, New Jersey 07524
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(Address of principal executive offices) (zip code)
Registrant's Telephone Number, including Area Code: (973) 225-9880
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 May 27, 1998, at the Annual Meeting of the Stockholders
of Sel-Leb Marketing, Inc. (the "Company"), the Company's stockholders
approved a proposal to amend the Company's Certificate of Incorporation, as
amended, in order to effect a reverse stock split of the Company's common
stock, par value $0.01 per share ("Common Stock"), of not greater than
one-for-eight. On June 8, 1998, the Board of Directors of the Company declared
a one-for-eight reverse stock split of the Common Stock (the "Reverse Stock
Split") with respect to shares of Common Stock outstanding as of the close of
business on June 19, 1998 (the "Record Date"). Pursuant to the Reverse Stock
Split, effective as of the close of business on June 19, 1998, each share of
Common Stock was automatically converted into a one-eighth share of Common
Stock. As a result of the Reverse Stock Split, holders of Common Stock as of
the Record Date ("Pre-Split Common Stock") are entitled to receive one new
share of Common Stock ("Post-Split Common Stock") in exchange for each eight
shares of Pre-Split Common Stock held by them. No fractional shares shall be
issued by reason of the Reverse Stock Split; in lieu of fractional shares, the
Company shall pay to holders thereof an amount of cash equal to the product of
the fraction of a share to which each such holder otherwise would have been
entitled, multiplied by $2.05 (i.e., the fair market value of a share of
Common Stock, as determined by the Board of Directors, which is based on the
average of the closing bid prices for the Pre-Split Common Stock as reported
by The Nasdaq Stock Market on each of the five days preceding the Record
Date). The Reverse Stock Split was effected by the Company's filing with the
Department of State of the State of New York a Certificate of Amendment to the
Company's Certificate of Incorporation setting forth the terms of the Reverse
Stock Split (a copy of which has been filed as an exhibit to this Current
Report on Form 8-K).
The CUSIP number for the Post-Split Common Stock is
816082 30 9.
In connection with the Reverse Stock Split, the terms of the
Company's outstanding Redeemable Common Stock Purchase Warrants (each, a
"Warrant"), each to purchase one share of Common Stock at an exercise price of
$2.00 per share, have been adjusted to provide that, as of the close of
business on the Record Date, holders of Warrants shall be required to exercise
eight Warrants at an aggregate exercise price of $16.00 in order to purchase
one share of Common Stock.
A copy of the press release issued by the Company on June
19, 1998 regarding the Reverse Stock Split has been filed as an exhibit to
this Current Report on Form 8-K.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
3.1 Certificate of Amendment to the Company's
Certificate of Incorporation, as amended, as
filed with the Department of State of New York on
June 19, 1998.
4.1 Specimen Common Stock certificate.
99.1 Press Release dated June 19, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
SEL-LEB MARKETING, INC.
(Registrant)
Dated: June 24, 1998 By: /s/Jan S. Mirsky
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Jan S. Mirsky
Executive Vice President-
Finance
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
SEL-LEB MARKETING, INC.
Under Section 805 of the Business
Corporation Law of the State of New York
THE UNDERSIGNED, Harold Markowitz and Jorge Lazaro, being
respectively the Chairman of the Board and Secretary of Sel-Leb Marketing,
Inc., hereby certify:
1. The name of the Corporation is Sel-Leb Marketing, Inc.
(the "Corporation").
2. The Certificate of Incorporation was filed with the
Department of State on September 21, 1993.
3. The Certificate of Incorporation is hereby amended by
deleting Article FOURTH thereof regarding the Corporation's
authorized capital stock and substituting in lieu thereof
the following new Article FOURTH:
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FOURTH: (a) The aggregate number of shares
of capital stock which the Corporation shall have
authority to issue is Fifty Million (50,000,000),
consisting of Forty Million (40,000,000) shares of
common stock, par value $0.01 per share ("Common
Stock"), and Ten Million (10,000,000) shares of
preferred stock, par value $0.01 per share
("Preferred Stock").
(b) The Board of Directors is expressly
authorized to provide for the issuance of all or
any shares of Preferred Stock, without shareholder
approval unless otherwise required by applicable
law, in one or more series, and to fix for each
such series such voting powers, full or limited,
and such designations, preferences and relative,
participating or optional or special rights and
such qualifications, limitations or restrictions
thereof as shall be stated and expressed in the
resolution or resolutions adopted by the Board of
Directors providing for the issue of such series
and as may be permitted by the Business Corporation
Law of the State of New York.
4. Upon the filing of this Certificate of Amendment, each
eight shares of Common Stock issued and outstanding
immediately prior to the filing of this Certificate of
Amendment shall be changed and converted into one share
of Common Stock (the "Reverse Stock Split"). No
fractional shares shall be issued by reason of this
change and the Corporation shall pay to holders of
Common Stock outstanding immediately prior to the
filing of this Certificate of Amendment an amount of
cash equal to the product of the fraction of a share of
Common Stock to which such holder otherwise would be
entitled, multiplied by the fair market value, as
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determined by the Board of Directors of the Corporation, of
a share of Common Stock immediately following the filing of
this Certificate of Amendment, which fair market value shall
be based on the average of the closing bid prices for the
Common Stock as reported by the Nasdaq Stock Market on each
of the five days preceding the date on which the Reverse
Stock Split becomes effective.
5. The number, par value and class of shares of the
Corporation issued and outstanding prior to the
effectiveness of the Reverse Stock Split is 8,712,727
shares of Common Stock, par value $.01 per share, and
the number, par value and class of shares of the
Corporation authorized but not issued prior to the
effectiveness of the Reverse Stock Split is 31,287,273
shares of Common Stock, par value $.01 per share. Each
of the previously issued and outstanding shares of
Common Stock shall be converted into .125 of a share of
Common Stock, par value $.01 per share, and each of the
previously authorized but unissued shares of Common
Stock shall be converted into 1.243665755 shares of
Common Stock, par value $0.01 per share. As a result
of such changes and after giving effect to the
foregoing amendment, there shall be 1,089,090 shares of
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Common Stock, par value $0.01 per share, issued and
outstanding and 38,910,910 shares of Common Stock, par value
$0.01 per share, authorized but not issued. In addition, as
a result of the foregoing amendment, there shall be
10,000,000 shares of Preferred Stock, par value $.01 per
share, authorized but not issued and no shares of Preferred
Stock, par value $.01 per share, issued and outstanding.
6. This amendment was duly adopted at a meeting of the Board of
Directors and, thereafter, was duly adopted by a majority of
all outstanding shares entitled to vote thereon at the
Annual Meeting of the Shareholders of the Corporation duly
held on May 27, 1998.
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IN WITNESS WHEREOF, the undersigned have executed this
Certificate of Amendment this 18th day of June, 1998 and affirm the statements
contained herein as true under penalties of perjury.
/s/Harold Markowitz
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Harold Markowitz
Chairman of the Board
/s/Jorge Lazaro
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Jorge Lazaro
Secretary
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NUMBER SHARES
SEL-LEB MARKETING, INC.
SLC INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK
CUSIP 816082 30 9
THIS IS TO CERTIFY THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,
$.01 PAR VALUE PER SHARE, OF
SEL-LEB MARKETING, INC.
transferable on the books of the Corporation by the registered holder hereof
in person or by duly authorized attorney, upon surrender of this certificate
properly endorsed.
This certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the Certificate of
Incorporation and Amended and Restated By-Laws of the Corporation and all
amendments thereto (copies of which are on file with the Transfer Agent), to
all of which the holder of this certificate, by acceptance hereof, assents.
This certificate is not valid until countersigned and registered by
the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated
/s/ JORGE LAZARO SEL-LEB MARKETING, INC. /s/ PAUL SHARP
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JORGE LAZARO SEAL PAUL SHARP
EXECUTIVE VICE PRESIDENT 1993 PRESIDENT AND CHIEF
AND SECRETARY NEW YORK EXECUTIVE OFFICER
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SEL-LEB MARKETING, INC.
THE CORPORATION WILL FURNISH TO EACH SHAREHOLDER UPON REQUEST AND
WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS,
PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AUTHORIZED TO BE
ISSUED AND, IF THE CORPORATION IS AUTHORIZED TO ISSUE ANY CLASS OF PREFERRED
SHARES IN SERIES, THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS OF EACH SUCH SERIES SO FAR AS THE SAME HAVE BEEN FIXED AND THE
AUTHORITY OF THE BOARD TO DESIGNATE AND FIX THE RELATIVE RIGHTS, PREFERENCES
AND LIMITATIONS OF OTHER SERIES.
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KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT
IS LOST, STOLEN OR DESTROYED, THE CORPORATION
MAY, IN ACCORDANCE WITH THE CORPORATION'S
AMENDED AND RESTATED BY-LAWS, REQUIRE A BOND
OF INDEMNITY AS A CONDITION TO THE ISSUANCE
OF A REPLACEMENT CERTIFICATE.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT-______Custodian______
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship and not as under Uniform Gifts to Minors
tenants in common Act__________________________
(State)
Additional abbreviations may also be used though not in the above list.
For value received, __________________ hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE)
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of the capital stock represented by the within Certificate, and does hereby
irrevocably constitute and appoint
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to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATSOEVER.
Signature Guaranteed:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
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SEL-LEB MARKETING REPORTS
ONE-FOR-EIGHT REVERSE STOCK SPLIT
Paterson, NJ - June 19, 1998...Sel-Leb Marketing, Inc. (NASDAQ-SELB,
WARRANTS-SELBW) announces a one-for-eight stock split of the Company's
outstanding shares of Common Stock effective as of the close of business on
Friday, June 19, 1998. Shares of Common Stock will begin trading on a
post-split basis on the Nasdaq SmallCap Market ("Nasdaq") as of the opening of
trading on Monday, June 22, 1998.
Jan S. Mirsky, Executive Vice President - Finance of Sel-Leb
Marketing, Inc., stated that the Board of Directors of Sel-Leb Marketing, Inc.
believed that the reverse stock split would have the effect of increasing the
market price of the Common Stock, thereby allowing the Company to meet the
minimum bid price requirement for continued listing on Nasdaq although there
can be no assurance of such.
Mr. Mirsky further stated that "in connection with the reverse stock
split, the terms of the Company's outstanding Redeemable Common Stock Purchase
Warrants, each to purchase one share of Common Stock at an exercise price of
$2.00 per share, had been adjusted to provide that effective as of the close
of business on June 19, 1998, holders of Warrants shall be required to
exercise eight Warrants at an aggregate exercise price of $16.00 in order to
purchase one share of post-split Common Stock."
Sel-Leb Marketing, Inc. is primarily engaged in the distribution and
marketing of consumer products through mass merchandisers, discount chain
stores and food, drug and electronic retailers.
For information on Sel-Leb Marketing Contact:
Jan S. Mirsky
Executive Vice President
973-225-9880 Ext. 110
