[color=red][/color]m 8-K for CAPSTONE COMPANIES, INC.
19-May-2016
Material Modification to Rights of Security Holders, Amendments to Artic
Item 3.03 Material Modifications to Rights of Securities Holders.
The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On May 17, 2016, the Board of Directors of Capstone Companies, Inc., a Florida corporation, (the "Company") adopted and approved a resolution to seek shareholder approval of a proposed 1-for-15 reverse stock split of the Company's Common Stock, $0.0001 par value per share, ("Common Stock") and a corresponding reduction in the number of authorized shares of Company's Common Stock and Preferred Stock. "Proposed reverse stock split" means the proposed reverse stock split and the corresponding reduction in the authorized number of shares of Common Stock and Preferred Stock. The Board of Directors' approval and the consummation of the proposed reverse stock split and corresponding reduction in the authorized number of shares of the Common Stock and Preferred Stock, are subject to the following conditions being satisfied:
1) A majority of the shares of the holders of the Common Stock as of May 20, 2016, which is the record date for determining shareholders who can vote on the proposed reverse stock split, must approve the proposed reverse stock split by a majority of the shares of Common Stock entitled to vote thereon and cast at either a special shareholders meeting or cast by written consent; and
2) Financial Industry Regulatory Authority or "FINRA" must approve the Company's Company Issuer Action Notification Form filing for the proposed reverse stock split, which the Company shall file upon receipt of shareholder approval of the proposed reverse stock split; and
3) Company must file an amendment to its Amended and Restated Articles of Incorporation after shareholder and FINRA approval of the proposed reverse stock split, which is to be filed with the Florida Secretary of State's office; and
4) The Company must comply with Commission and State of Florida disclosure requirements, including: the filing a proxy statement with the Commission for any shareholder meeting to approve the proposed reverse stock split or the filing of an information statement with the Commission reporting shareholder approval of the proposed reverse stock split by written consent; and the mailing or transmission of the proxy statement or information statement, as the case may be, to shareholders of the Common Stock as of the record date. For federal law purposes, the proposed reverse stock split approved by written consents would not be effective until a minimum of 20 days after the date of mailing of an information statement to all shareholders of the Common Stock as of the record date.
If approved and implemented, the proposed reverse stock split would cause the Company's authorized shares of Common Stock, based on the shares issued and outstanding as of May 17, 2016, to be reduced from 850,000,000 to 56,666,667 shares. If approved and implemented, the proposed reverse stock split would cause the Company's authorized shares of Preferred Stock, based on the shares issued and outstanding as of May 17, 2016, to be reduced from 50,000,000 to 3,333,333 shares.
If approved and implemented, the proposed reverse stock split would cause the Company's issued shares of Common Stock, based on the shares issued and outstanding as of March 31, 2016, to be reduced from 721,989,957 to 48,132,664 shares. There are no issued shares of Preferred Stock.
The Company believes that there is sufficient voting power among shareholders who are members of Company management and associates of those persons to approve the proposed reverse stock split by written consent
Under an approved reverse stock split, the Common Stock will continue to be $0.0001 par value. The Company will round up to the next full share of the Company's shares of common stock any fractional shares that result from an approved reverse stock split and no fractional shares will be issued in connection with the approved reverse stock split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the approved reverse stock split.
Thoughts?
I guess my previous post 2 hours ago was on the mark. Maybe another company can buy into Capstone or just buy them out?
I would love for CAPC to also announce a share buy back to support the share price.
Also, What about another company buying into Capstone or another company just buying Capstone out??
