SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) August 12, 1996
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Eastco Industrial Safety Corp.
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(Exact name of registrant as specified in charter)
New York 0-8027 11-1874010
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
130 West 10th Street, Huntington Station, NY 11746
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 427-1802
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
A. On August 12, 1996, the shareholders of the Company approved a one-for-
ten reverse split of the outstanding Common Stock of the Company. The Reverse
Split is effective at the close of business on August 12, 1996. Pursuant to the
terms of the Reverse Split, each shareholder will receive one share of the
Company's Common Stock for each ten shares of Common Stock now held. As a result
of the Reverse Split and prior adjustments, the Company's Class A Warrants are
now exercisable on the basis of ten Class A Warrants at $13.00 to acquire one
share of the Company's Common Stock. The symbol ESTOD will be in effect for a
period of twenty days and then will revert back to ESTO. The new CUSIP number
for the Common Stock is 276162 40 1. The symbol and the CUSIP number for the
Class A Warrants remain the same as previous.
Each certificate representing shares of Common Stock outstanding before the
stock split is automatically deemed to represent one-tenth the number of shares
of Common Stock. In order to receive new Common Stock certificates,
shareholders should surrender their old certificates to the Company's transfer
agent at: American Stock Transfer & Trust Co., 40 Wall Street, New York, New
York 10005, Attn: Reorganization.
If the number of shares owned by a shareholder is not divisible by ten, the
shareholder will receive one additional full share for each fractional new share
greater than one-half. No additional shares will be received for each fractional
new share less than one-half. Shareholders who were issued shares prior to the
December 31, 1992 reverse split will have their shares further adjusted to
reflect the earlier split.
A certificate of amendment to the Company's certificate of incorporation,
which reflects the Reverse Split and the authorization by shareholders of an
additional class of stock discussed in paragraph 5(B) of this Form 8-K, was
filed with the State of New York on August 12, 1996. For a copy of such
certificate of amendment, see Item 7, Exhibit 3.01.
B. On August 12, 1996, the shareholders of the Company approved an
amendment to the certificate of incorporation of the Company to authorize an
additional class of stock consisting of 1,000,000 shares of Preferred Stock par
value $0.01 per share. No shares of Preferred Stock have been issued to date.
See Item 7, Exhibit 3.01.
C. On August 12, 1996, the shareholders of the Company approved the
adoption of the Company's 1996 Incentive Stock Option Plan (the "Incentive
Plan"). As adopted by the board of directors and approved by the shareholders,
the Incentive Plan authorizes the grant of options to acquire up to 300,000
shares of Common Stock (post-Reverse Split), subject to adjustment as provided
in the Incentive Plan. Eligibility to participate in the Incentive Plan is
limited to key employees of the Company and its subsidiaries. The Incentive Plan
terminates May 12, 2006. To date, no options have been granted under the
Incentive Plan. The Incentive Plan is incorporated by reference to the
Company's definitive proxy materials filed by EDGAR on July 11, 1996.
D. On August 12, 1996, the shareholders of the Company approved the
adoption of the Company's 1996 Non-Qualified Stock Option Plan (the "Non-
Qualified Plan"). As adopted by the board of directors and approved by the
shareholders, the Non-Qualified Plan authorizes the grant of options to acquire
up to 300,000 shares of Common Stock (post-Reverse Split), subject to adjustment
as provided in the Non-Qualified Plan. Eligibility to participate in the Non-
Qualified Plan is limited to key employees and consultants of the Company, and
others. The Non-Qualified Plan terminates May 12, 2006. To date, no options
have been granted under the Non-Qualified Plan. The Non-Qualified Plan is
incorporated by reference to the Company's definitive proxy materials filed by
EDGAR on July 11, 1996.
E. On August 2, 1996, the Company filed a registration statement with the
Securities and Exchange Commission (File No. 333-09517) for a Rights Offering
to purchase Units (the "Securities") to raise gross proceeds of approximately
$3,500,000. The net proceeds from the Rights Offering will be used for the
paydown of monies due on the Company's line of credit thereby increasing the
amount available under such line of credit for future working capital and other
needs. Units not subscribed for will be sold to the underwriter under a standby
agreement.
Item 7. Financial Statements and Exhibits
Exhibit 3.01
CERTIFICATE OF AMENDMENT
OF
EASTCO INDUSTRIAL SAFETY CORP.
Under Section 805 of the Business Corporation Law
of the State of New York
The undersigned, being the president and the secretary of EASTCO INDUSTRIAL
SAFETY CORP., do hereby certify and set forth:
1. The name of the corporation is EASTCO INDUSTRIAL SAFETY CORP.
2. The date that the certificate of incorporation of the corporation was
filed by the Department of State is the 15th day of May, 1958 under the name
Glofane Co., Inc.
3. The certificate of incorporation is hereby amended as follows: (a) to
increase the authorized shares from twenty million common shares, par value
$0.12 per share to twenty-one million shares by adding a class of one million
preferred shares, par value $0.01 per share to the existing 20,000,000 common
shares, par value $0.12 per share; (b) to change the 8,794,890 presently issued
shares of the Corporation's Common Stock, par value $0.12 per share into 879,489
issued shares of the Corporation's Common Stock, par value $0.12 per share, on
the basis of a one (1) share $0.12 par value for ten (10) shares $0.12 par
value; and (c) to change the 11,205,110 unissued shares of the Corporation's
Common Stock, par value $0.12 per share, into 19,120,511 unissued shares of the
Corporation's Common Stock, par value $0.12 per share, on the basis of
19120511/11205110 of $0.12 par value shares for one $0.12 par value share.
4. Paragraph "3" of the Certificate of Incorporation relating to
authorized shares is hereby amended to read in full as follows:
The corporation is authorized to issue two classes of stock to be
designated respectively "Common Stock" and "Preferred Stock." The
total number of shares of stock which the corporation shall have
authority to issue is Twenty-One Million (21,000,000). The total
number of shares of Common Stock which the corporation shall have
authority to issue is Twenty Million (20,000,000), twelve cents par
value per share. The total number of shares of Preferred Stock which
the corporation shall have the authority to issue is One Million
(1,000,000), one cent par value per share. The shares of Preferred
Stock may be issued from time to time in one or more series. The
board of directors of the corporation is authorized to determine or
alter any or all of the designations, powers, preferences and rights
and the qualifications, limitations or restrictions thereof, in
respect of the wholly unissued class of Preferred Stock or any wholly
unissued series of Preferred Stock, and to fix or alter the number of
shares comprising any series of Preferred Stock (but not below the
number of shares of any such series then outstanding).
5. The manner in which the amendment to the certificate of incorporation
of the corporation was authorized was by the affirmative vote of the board of
directors, followed by the affirmative vote of the holders of a majority of all
outstanding shares entitled to vote thereon at a meeting of the shareholders.
IN WITNESS WHEREOF, the undersigned have signed this certificate this 12th
day of August, 1996, and affirm that the statements made herein are true under
the penalties of perjury.
/s/ ALAN E. DENSEN
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ALAN E. DENSEN
President
/s/ ANTHONY P. TOWELL
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ANTHONY P. TOWELL
Secretary
SIGNATURES
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 thereunto duly authorized.
EASTCO INDUSTRIAL SAFETY CORP.
Date: August 12, 1996 By: /s/ ANTHONY P. TOWELL
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Anthony P. Towell - Secretary