- Current report filing (8-K)
February 24 2009 - 8:54AM
Edgar (US Regulatory)
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)
February 20,
2009
Stamford
Industrial Group, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
000-25781
|
41-1844584
|
(State or other jurisdiction of
incorporation)
|
(Commission File Number)
|
(IRS Employer Identification
No.)
|
One Landmark Square, 21st Floor, Stamford
Connecticut
|
06901
|
(Address of principal executive
offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code:
(203)
428-2200
N/A
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
8.01.
Other
Events
On
February 20, 2009, a reverse stock split of the Registrant’s outstanding shares
of common stock at an exchange ratio of one-to-five became effective after the
Registrant filed an Amendment to its Amended and Restated Certificate of
Incorporation. As a result of the reverse stock split, the number of outstanding
shares of the Registrant’s common stock was reduced from 42,043,935 shares to
approximately 8,408,787 shares.
As
previously disclosed, the reverse stock split was approved by the Registrant’s
stockholders at its annual meeting of stockholders held on June 2, 2008, at
which the Board of Directors was authorized, at its discretion, to amend the
Registrant’s Amended and Restated Certificate of Incorporation to effect a
reverse split of the Registrant’s issued and outstanding shares of common
stock, at an exchange ratio ranging from one-to-two to one-to-five, at any
time before the first anniversary of the annual meeting.
The Registrant’s transfer agent, American Stock Transfer and Trust
Company (“AST”), is acting as exchange agent for purposes of implementing the
exchange of stock certificates and will contact the Registrant’s stockholders
directly regarding this process. The reverse stock split does not change any
stockholder’s percentage of ownership of the Registrant’s common stock, except
to the extent that the reverse stock split resulted in any of the Registrant’s
stockholders owning a fractional share. No fractional shares of common stock
were issued as a result of the reverse stock split. Instead, stockholders who
otherwise would have been entitled to receive fractional shares, upon surrender
to AST of such certificates representing any fractional shares, are entitled to
receive cash in an amount equal to the product obtained by multiplying (i) the
Fair Market Value (as defined below) of the Registrant’s common stock by
(ii) the number of shares of the Registrant’s common stock held by such
stockholder that would otherwise have been exchanged for such fractional share
interest. For purposes of determining the amount of cash to be
distributed to holders of fractional shares, the “Fair Market Value” of the
Registrant’s common stock is the closing price as reported on the OTC Pink
Sheets Electronic Quotation Service on the effective date, which was
$0.62.
Stockholders should not destroy any
stock certificate and should not submit any certificates to AST until requested
to do so.
For
additional information regarding the reverse stock split, stockholders should
review the Registrant’s Definitive Proxy Statement and Current Report on Form
8-K filed with the Securities and Exchange Commission on April 25, 2008 and
January 29, 2009, respectively.
The foregoing description of the
provisions of the Amendment to the Registrant’s Amended and Restated Certificate
of Incorporation does not purport to be complete and is qualified in its
entirety by reference to the Certificate of Amendment to the Registrant’s
Amended and Restated Certificate of Incorporation attached hereto as Exhibit
3.1 and incorporated herein by reference as if fully set forth
herein
Item
9.01.
Financial Statements and
Exhibits
Exhibit
|
Description
|
|
|
3.1
|
Certificate
of Amendment of Amended and Restated Certificate of Incorporation of
Stamford Industrial Group, Inc. dated February 20,
2009.
|
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 hereunto duly
authorized.
Dated:
February 23, 2009
STAMFORD
INDUSTRIAL GROUP, INC.
By:
/s/ Jonathan
LaBarre
Jonathan
LaBarre,
Chief
Financial Officer, Treasurer and
Secretary
|
Exhibit
Index
Number
|
Exhibit
|
|
|
3.1
|
Certificate
of Amendment of Amended and Restated Certificate of Incorporation of
Stamford Industrial Group, Inc. dated February 20,
2009.
|
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