1:4000 reverse split Wednesday, March 27 2013 1:55 PM, EST WMX GROUP HOLDINGS, INC. FILES (8-K) Disclosing Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits Edgar Online "Glimpses"
ITEM 3.03 Material Modification of Rights of Security Holders
On March 21, 2013 , we filed Articles of Amendment (the "Amendment") to our Articles of Incorporation with the Secretary of State of Florida which:
effects a 1:4000 reverse stock split of our issued and outstanding common stock and Series A Convertible Preferred Stock (the "Reverse Stock Split");
reduces the number of authorized shares of common stock from 1,800,000,000 shares to 450,000 shares; and
reduces the number of authorized shares of preferred stock from 40,000,000 shares to 10,000 shares.
Our Board of Directors approved the Amendment on March 18, 2013 and no shareholder approval was required under Florida law.
The effective date of the Amendment, including the Reverse Stock Split, will be determined by FINRA after a review of the corporate action. As a result of the Reverse Stock Split, each 4000 shares of our common stock and Series A Convertible Preferred Stock issued and outstanding on the effective date of the Reverse Stock Split will become one share of our common stock and one share of our Series A Preferred Stock. No fractional shares of common stock and Series A Convertible Preferred Stock will be issued to any shareholder in connection with the Reverse Stock Split and all fractional shares which might otherwise be issuable will be rounded up to the nearest whole share.
On the effective date, our CUSIP number will change to 92936S 203 and our common stock, which is quoted on the OTCQB under the symbol "WMXG," will be quoted on a post-split basis under the symbol "WMXGD" for 20 business days, after which time the symbol will revert back to WMXG.
After the effective date of the Reverse Stock Split, each certificate representing shares of pre-Reverse Stock Split common stock will be deemed to represent one-4000th of a share of our post-Reverse Stock Split common stock, subject to rounding for fractional shares, and the records of our transfer agent will be adjusted to give effect to the Reverse Stock Split. Following the effective date of the Reverse Stock Split, the share certificates representing the pre-Reverse Stock Split common stock will continue to be valid for the appropriate number of shares of post-Reverse Stock Split common stock, adjusted for rounding. Certificates representing shares of the post-Reverse Stock Split will be issued in due course as certificates for pre-Reverse Stock Split common shares are tendered for exchange or transfer to our transfer agent.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
The information set forth in Item 3.03 above is hereby incorporated by reference herein.
ITEM 9.01 Financial Statements and Exhibits
Exhibit No. Description 3.1 Articles of Amendment to the Articles of Incorporation 2
