-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F7QcF/zQjeV5LPY97ggF6bj8l+bZcmQwHQfOumRLaLwvdRD8hfrISB9OFQmrwNPV LX1Nn5adfN7b72iQv9LfzA== 0001019687-07-000668.txt : 20070308 0001019687-07-000668.hdr.sgml : 20070308 20070308171456 ACCESSION NUMBER: 0001019687-07-000668 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070308 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070308 DATE AS OF CHANGE: 20070308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PPOL INC CENTRAL INDEX KEY: 0001202507 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 954436774 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50065 FILM NUMBER: 07681725 BUSINESS ADDRESS: STREET 1: 11661 SAN VICENTE BOULEVARD, #901 CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: 310-979-8513 MAIL ADDRESS: STREET 1: 11661 SAN VICENTE BOULEVARD, #901 CITY: LOS ANGELES STATE: CA ZIP: 90049 8-K 1 ppol_8k-030107.txt UNITED STATES 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): March 8, 2007 PPOL,INC. (Exact name of registrant as specified in its charter) CALIFORNIA 000-50065 95-4436774 State or other jurisdiction (Commission (I.R.S. Employer of organization) File Number) Identification Number) 1 City Boulevard West, Suite 820 92868 Orange, California (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (714) 937-3211 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] 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 16, 2007, the board of directors (the "Board") of PPOL, Inc. (the "Company") unanimously voted to authorize the spin-off of all of its shares of AJOL Co., Ltd. ("AJOL"), the Company's wholly-owned subsidiary, to the Company's shareholders. The Company will distribute the AJOL shares, pro rata, among the Company's shareholder's as of a record date to be determined by the Board. PPOL shareholders will receive cash in lieu of fractionalized shares for amounts of less than one (1) AJOL share, at such fair market value as the Board shall determine as of the record date. Following the spin-off, the Company will be divested of AJOL, which will become a stand-alone Japanese company owned directly by the Company's shareholders, pro rata. Following the spin-off, the Company intends to remain in existence as a United States public reporting shell company, and will seek, if available, appropriate business opportunities, combinations and transactions. The spin-off, together with the one (1) for one hundred (100) reverse stock split (discussed below), will allow AJOL to obtain foreign private issuer status in the United States and seek suspension of any Securities and Exchange Commission reporting obligations to which it may be subject following the spin-off. The Board believes the spin-off of AJOL is appropriate given the fact that AJOL's business is conducted exclusively in Japan, that there is relatively little or no interest in the Company and its common stock in the United States, that currently a majority of the Company's shareholders reside in Japan, and that following the one (1) for one hundred (100) reverse stock split (discussed below), a substantial majority of the Company's shareholders will reside in Japan. The Board also believes that the spin-off will provide shareholders with a greater opportunity to maximize the value of their shares in the Company. The spin-off was approved by the written consents of the holders of a majority of the outstanding shares of common stock of the Company, dated March 8, 2007. On February 16, 2007, the Board also unanimously voted to authorize a one (1) for one hundred (100) reverse stock split (the "Reverse Split") of the Company's presently issued and outstanding shares of common stock, and to provide for the payment of cash in lieu of fractionalized shares otherwise issuable in connection with the Reverse Split. The Board believes that the Reverse Split in the best interests of the shareholders inasmuch as the Reverse Split would provide shareholders owning less than one hundred (100) shares of common stock of the Company (the "Odd-Lot Holders") the benefit of liquidating their relatively small odd-lot holdings for market value without brokers' commissions. The Board believes that this would be particularly beneficial to the Odd-Lot Holders given the limited market for and trading in the Company's common stock. The Odd-Lot Holders own less than one percent (1%) of the Company's outstanding common stock. The Reverse Split will allow the Company to purchase and acquire the common stock of approximately 1,088 holders of record of the Company, all of whom reside in the United States and each of whom owns less than one hundred (100) shares of common stock in the Company. The Reverse Split will also save the Company administrative and related costs of sending proxy statements, annual reports, quarterly reports and other communications to the Company's affected shareholders. The Company also believes that the Reverse Split will facilitate and allow for the benefits of the spin-off discussed above. Attached as Exhibit 3.3 to this Current Report on Form 8-K is a copy of the Company's Certificate of Amendment of Articles of Incorporation, effectuating the Reverse Split. Finally, on February 16, 2007, the Board unanimously voted to authorize an amendment to the Company's By-laws to provide for certificateless/electronic book entry ownership of stock in the Company, such that the Company will not issue stock certificates to evidence the ownership thereof, but that information sufficient to identify ownership in the Company will be entered in electronic form in the books of the Company maintained by its transfer agent. The Company will adopt a system of issuance, recordation and transfer of its shares by electronic or other means not involving any issuance of certificates. The conversion to certificateless ownership will be facilitated by the Company's stock transfer agent, U.S. Stock Transfer Corporation. Attached as Exhibit 3.4 to this Current Report on Form 8-K is a copy of the Company's Amendment to By-laws, effectuating certificateless ownership in the Company. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 3.3 Certificate of Amendment of Articles of Incorporation 3.4 Amendment to By-laws * * * SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 8, 2007 PPOL, Inc. By: /S/ Richard H. Izumi ------------------------------------- Richard H. Izumi Chief Financial Officer and Secretary EX-3.3 2 ppol_8k-ex0303.txt EXHIBIT 3.3 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF PPOL, INC. MASAO YAMAMOTO and RICHARD H. IZUMI certify that: 1. They are the Chief Executive Officer and Secretary, respectively, of PPOL, INC., a California corporation (the "Corporation"). 2. The Board of Directors of the Corporation has approved the following amendment to the Articles of Incorporation of the Corporation. 3. Article Six of the Articles of Incorporation is amended in its entirety to read as follows: "Six: The corporation is authorized to issue two classes of shares designated respectively "Common Stock" and "Preferred Stock." The authorized number of shares of Common Stock is 100,000,000, and the authorized number of shares of Preferred Stock is 5,000,000. The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of Preferred Stock and to determine the designation of any such series. The Board of Directors is also authorized to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series. Each outstanding one hundred (100) shares of Common Stock shall be split up and converted into one (1) share of Common Stock. In lieu of any fractional shares to which a holder of Common Stock would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the average of the bid and ask price of the last reported daily bids and asks of the Corporation's Common Stock in the over-the counter market for the ten (10) consecutive trading days prior to the date on which this Certificate of Amendment of Articles of Incorporation is filed." 4. The amendment was approved by the required vote of shareholders of the Corporation in accordance with Sections 902 and 903 of the California Corporations Code. The Corporation has two classes of stock. There are 20,542,875 shares of Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding. The total number of votes represented by the outstanding shares of Common Stock of the Corporation and entitled to vote with respect to the amendment is 20,542,875. The number of votes of the outstanding shares of Common Stock of the Corporation voting in favor of the amendment exceeded the vote required, in that the affirmative vote of a majority, that is more than fifty percent (50%) of the outstanding shares of Common Stock, was required for approval of the amendment and the amendment was approved by the affirmative vote of 15,722,148 shares of Common Stock or 76.53% of the outstanding shares. /s/ Masao Yamamoto --------------------------------------- MASAO YAMAMOTO, Chief Executive Officer /s/ Richard H. Izumi --------------------------------------- Richard H. Izumi, Secretary Each of the undersigned declares under penalty of perjury under the laws of the State of California that the statements contained in this Certificate are true and correct of his own knowledge. Dated: March 8, 2007 /s/ Masao Yamamoto ------------------------ ------------------------------------------ Masao Yamamoto Dated: March 8, 2007 /s/ Richard H. Izumi ------------------------ ------------------------------------------ Richard H. Izumi 2 EX-3.4 3 ppol_8k-ex0304.txt EXHIBIT 3.4 AMENDMENT TO THE BY-LAWS OF PPOL, INC. Pursuant to Article IX of the By-laws of PPOL, Inc., dated October 1, 1993 (the "By-laws"), the By-laws are hereby amended by adding the following language at the end of Article VIII, Section 4: "Notwithstanding any other provisions of this Article VIII, Section 4, issuance of shares of stock of the Corporation shall be made without certificates, and the Corporation shall adopt a system of issuance, recordation and transfer of its shares by electronic or other means not involving any issuance of certificates." This is to certify that I am the duly elected, qualified and acting secretary of PPOL, Inc., and that the above amendment of By-laws of PPOL, Inc. was adopted by the directors and shareholders of the Corporation by resolution of the directors dated February 16, 2007, and by the written consent of the holders of a majority of the outstanding shares of the Corporation on March 8, 2007. IN WITNESS WHEREOF, I have hereunto set my hand as of the 8th, day of March 2007. /s/ Richard Izumi ------------------------------------ Richard Izumi, Secretary -----END PRIVACY-ENHANCED MESSAGE-----