Spotted this in the AGM filing. look like we get the shares allocated on the 23rd Oct.
SUMMARY OF PLAN OF SPIN-OFF
The majority Stockholders approved the Plan of Spin-Off (the "Plan"), which is summarized below:
1. Adoption of Plan. The record date for the spin-off shall be September 12, 2006 and the effective date of the Plan (the "Effective Date") shall be the date of the meeting of the shareholders, October 23, 2006, should the plan be approved by the shareholders of United American Corporation.
2. No Provisions for Liabilities. United American Corporation shall not pay or discharge or set aside a reserve fund for, or otherwise provide for the payment or discharge of, any liabilities and obligations of Teliphone, including, without limitation, any contingent liabilities.
3. Distribution to Stockholders. As soon as practicable after the Effective Date, United American Corporation shall issue a stock dividend and distribute pro rata on the date of its spin-off to the Stockholders of record on the Effective Date in complete non-cancellation and non-redeemable restricted common shares of Teliphone.
Each Stockholder not holding stock certificates of United American Corporation will receive through their broker their proportionate shares held at the DTC. Each Stockholder holding stock
16
certificates of United American Corporation will receive a stock certificate from Teliphone directly.
4. Articles of Amendment. Subject to Stockholder approval, following the completion of the spin-off of Teliphone and pursuant to the laws of Florida, the Company shall file Articles of Amendment (the "Articles") if needed.
5. Amendment or Abandonment of Plan. The Board may modify or amend this Plan at any time without Stockholder approval if it determines that such action would be advisable and in the best interests of United American Corporation and the Stockholders. If any amendment or modification appears necessary and in the judgment of the Board will materially and adversely affect the interests of the Stockholders, such an amendment or modification will be submitted to the Stockholders for approval. In addition, the Board may abandon this Plan without Stockholder approval at any time prior to the spin-off of Teliphone if it determines that abandonment would be advisable and in the best interests of United American Corporation and the Stockholders.
6. Powers of Board and Officers. The Board and the officers of the Company are authorized to approve such changes to the terms of any of the transactions referred to herein, to interpret any of the provisions of this Plan, and to make, execute and deliver such other agreements, conveyances, assignments, transfers, certificates and other documents and take such other action as the Board and the officers of the Company deem necessary or desirable in order to carry out the provisions of this Plan and effect the complete spin-off of Teliphone in accordance with the Code and State of Florida.
7. Expenses. The expenses of carrying out the terms of this Plan shall be borne by United American Corporation, whether or not the spin-off contemplated by this Plan is affected.
