0000741556-95-000020.txt : 19950828 0000741556-95-000020.hdr.sgml : 19950828 ACCESSION NUMBER: 0000741556-95-000020 CONFORMED SUBMISSION TYPE: 10-C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19950825 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECHNOLOGY RESEARCH CORP CENTRAL INDEX KEY: 0000741556 STANDARD INDUSTRIAL CLASSIFICATION: SWITCHGEAR & SWITCHBOARD APPARATUS [3613] IRS NUMBER: 592095002 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-C SEC ACT: 1934 Act SEC FILE NUMBER: 000-13763 FILM NUMBER: 95566867 BUSINESS ADDRESS: STREET 1: 5250 140TH AVE NORTH CITY: CLEARWATER STATE: FL ZIP: 34620 BUSINESS PHONE: 8135350572 MAIL ADDRESS: STREET 1: 5250 140TH AVENUE NORTH CITY: CLEARWATER STATE: FL ZIP: 34620 10-C 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-C Report by Issuer of Securities Quoted on NASDAQ Interdealer Quotation System Filed pursuant to Section 13 or l5(d) of the Securities Exchange Act of 1934 and Rule 13a-17 or l5d-17 thereunder Technology Research Corporation _______________________________ (Exact Name of Issuer as Specified in Charter) 5250 140th Avenue North. Clearwater. Florida 34620 __________________________________________________ (Address of principal executive offices) Issuer's telephone number, including area code: (813) 535-0572 I. CHANGE IN NUMBER OF SHARES OUTSTANDING Indicate any change (increase or decrease) of 5% or more in the number of shares outstanding: 1. Title of security: common stock, $.51 par value 2. Number of shares outstanding before the change: 15,844,507 3. Number of shares outstanding after the change: 5,281,502 4. Effective date of change: 9/15/95 5. (A) Method of change: Reverse stock split. (B) Give brief description of transaction: The Board of Directors of Technology Research Corporation (the ("Company") approved a one for three reverse split of the Company's authorized, issued and outstanding common capital stock. The one for three reverse split will be made effective as to all shareholders of record on September 15, 1995, following approval by the shareholders of record at their August 23, 1995 annual meeting. Following approval by the shareholders, the Company will reduce its authorized common stock from 30,000,000 shares to 10,000,000 shares and increase the par value from 17 cents per share to 51 cents per share. Fractional shares created by the reverse stock split will be rounded up to the next whole number of shares. With the exception of the reduction in the number of authorized, issued and outstanding shares of common stock, all rights and privileges of the common stock will remain unchanged. Following the reverse split, shareholders will be requested and required to surrender their certificates representing pre-split shares of common stock for certificates representing post-split shares. Additionally, and as a part of the reverse split, the Company will amend its Articles of Incorporation with the filing of a Certificate of Amendment with the Florida Secretary of State, by deleting the Fourth Article in its entirety and substituting the following: ARTICLE IV Capital Stock The aggregate number of shares of stock authorized to be issued by this Corporation shall be 10,000,000 shares of common stock, each with a par value of $.51. Each share of issued and outstanding common stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to the common stock, as well as in the net assets of the Corporation upon liquidation or dissolution. August 23, 1995 Raymond H. Legatti ________________________ _____________________________ Date Raymond H. Legatti, President