How is spin-off accomplished via a stock dividend ....
when Bylaws clearly state that dividends must be paid from Capital Surplus.
ARTICLE X. DIVIDENDS
Section 1. Declaration. The Board may from time to time declare, and the
Corporation may pay, dividends on its shares in cash, property or its own shares, ...
subject to the following provisions:
(a) Dividends in cash or property may be declared and paid, except as otherwise provided in this section, only out of the unreserved and unrestricted earned surplus of the Corporation or out of capital surplus, howsoever arising, but each dividend paid out of capital surplus shall be identified as a distribution of capital surplus, and the amount per share paid from such surplus shall be disclosed to the stockholders receiving the same concurrently with the distribution.
see link for Bylaws and Articles of Incorporation on Ihub information board.
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