-----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, Qouk9lp+jt7hpjm9WvKuymieK7f88jsli458by9pnjrUMyhy55Z50Rz+VaQKldnk 4hGHvMw8fA7lzPe3I8eNgg== 0001021408-99-000599.txt : 19990403 0001021408-99-000599.hdr.sgml : 19990403 ACCESSION NUMBER: 0001021408-99-000599 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990329 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D-VINE LTD CENTRAL INDEX KEY: 0000783454 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 222732163 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 033-01599 FILM NUMBER: 99583616 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 8015219020 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: TRANS WEST INC DATE OF NAME CHANGE: 19960522 8-K 1 8-K 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 29, 1999 -------------------------------- D-VINE LTD. -------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE -------------------------------------------------------------- (State or other jurisdiction of incorporation) DELAWARE 22-2732163 ----------------------- --------------------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 712 FIFTH AVENUE, 7TH FLOOR, NEW YORK, NEW YORK 10019 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (212) 582-3400 ------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE ---------------------------------------------------------------- (Former Name or Former Address, If Changed since Last Report.) ITEM 5. OTHER EVENTS On March 29, 1999, the Board of Directors of the Registrant, authorized one for one-thousand (1 for 1,000) reverse stock split of its issued and outstanding common , $.01 par value. The record date for those shares subject to the reverse split was March 26, 1999. The Company will not issue fractional shares due to the Reverse Split but will issue a whole share of the Company's common stock to holders in lieu of fractional shares. The reverse stock split and the amendment to the Certificate of Incorporation were approved by the written consent of the shareholders of the Registrant, who held in excess of 78% of the issued and outstanding common stock of the Registrant on March 26, 1999. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following Exhibits are included in this Current Report on Form 8-K: (3) Certificate of Amendment dated March 30, 1999 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. D-VINE, LTD. (Registrant) Date: March 30, 1999 By: /s/ Edward J. Tobin ----------------------------------------- Edward J. Tobin, President (Chief Executive Officer, Financial and Accounting Officer) 1 EX-3 2 CERTIFICATE OF AMENDMENT CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF D-VINE, LTD. -------------------------- It is hereby certified that: 1. The name of the corporation (hereinafter called the "Corporation") is D-Vine, Ltd. 2. The certificate of incorporation of the Corporation is hereby amended by striking out Article Forth thereof and by substituting in lieu of said Article the following new Article Fourth: The Corporation shall have the authority to issue 60,000,000 shares of which 50,000,000 shares shall be common stock having a $0.01 par value each (the "Common Stock") and 10,000,000 shares shall be preferred stock having a $0.01 par value each (the "Preferred Stock"). Each 150 shares of Common Stock outstanding on February 20, 1996, shall be deemed on and after such date to be one share of Common Stock of the Corporation, par value $0.01 per share. Each share of outstanding common stock, par value $.01 per share (the "Common Stock"), of the Corporation, outstanding on March 26, 1999, shall be reclassified as, and become, one one thousandth (1/1000) of a share of Common Stock of the Corporation and the number of shares of Common Stock of the Corporation represented by each stock certificate representing Common Stock of the Corporation outstanding on March 26, 1999 shall be proportionally adjusted by dividing such number by one thousand (1000). No fractional shares will be issued pursuant to this reclassification and in lieu of fractional shares, registered holders will be entitled to receive the appropriate number of shares they are entitled to rounded up for any fractional share to the next whole share of Common Stock. Notwithstanding the foregoing, the authorized capital of the Corporation shall remain as 60,000,000 shares, of which 50,000,000 shares shall be common stock having a $0.01 par value each, and 10,000,000 shares shall be preferred stock having a $0.01 par value each. 3. The amendment of the certificate of incorporation of the Corporation herein certified was duly adopted, pursuant to the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware, by the unanimous votes of the Board of Directors and of consent of the majority of the shareholders of the Corporation on March 29, 1999. Signed on March 29, 1999. ________________________________________ Edward J. Tobin, President -----END PRIVACY-ENHANCED MESSAGE-----