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: December 29, 1997
GS FINANCIAL SERVICES, INC.
(Formerly Graystone Financial Services, Inc.)
(Exact name of registrant as specified in its charter)
DELAWARE
(Formerly Florida)
(State or other jurisdiction of incorporation or organization)
33-0878-A 59-2686448
(Commission File Number) (IRS Employer Identification Number)
C/O MR. THOMAS V. ACKERLY
1101 POST OAK BLVD., SUITE 9
HOUSTON, TEXAS 77056
(Address of principal executive offices)
(713) 903-3788
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
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On October 15, 1997, the Company entered into a Plan and Agreement
of Merger with GS Financial Services, Inc., a wholly owned Delaware subsidiary
newly formed for the purpose of reincorporating the Company in Delaware.
On the same day, the Directors unanimously approved the merger, the
holders of 82.5% of the common stock of the Company entitled to vote approved
the merger, the Directors authorized the mailing of an Information Statement
to all stockholders of record and designated the 9th day of December, 1997 to
consummate the merger and reincorporation.
The merger was consummated effective the 22nd day of December, 1997
and resulted in (i) the Company's name being changed to GS Financial Services,
Inc., ("GS Financial") (ii) one share of common stock of GS Financial being
exchanged for each 100 shares of common stock of the Company, (iii) the
persons serving as officers and directors of GS Financial on the effective
date of the merger serving in their respective capacities after the merger,
and (iv) the Articles of Incorporation of the Company being changed to (A)
increase the number of authorized shares of common stock the Company is
authorized to issue from 10,000,000 to 25,000,000, and (B) authorizing the
Company to issue 10,000,000 preferred shares with a par value of $.001 per
share.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Plan and Agreement of Merger
SIGNATURE
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.
/s/Thomas V. Ackerly
----------------------
Thomas V. Ackerly
President
Date: December 29, 1997
Exhibit - Page
Exhibit - Page
Exhibit - Page 1
EXHIBIT
PLAN AND AGREEMENT OF MERGER
THIS PLAN AND AGREEMENT OF MERGER (hereinafter referred to as this
"Agreement") dated as of October 15, 1997, is made and entered into by and
between Graystone Financial Services, Inc. a Florida corporation ("Company")
and GS Financial Services, Inc., a Delaware corporation ("GS Financial").
W-I-T-N-E-S-S-E-T-H:
WHEREAS, the Company is a corporation organized and existing under the
laws of the State of Florida; and
WHEREAS, GS Financial is a wholly-owned subsidiary corporation of the
Company, having been incorporated on September 9, 1997; and
NOW THEREFORE, in consideration of the premises, the mutual covenants
herein contained and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that
the Company shall be merged into GS Financial (the "merger") upon the terms
and conditions hereinafter set forth.
ARTICLE I
Merger
On December 9, 1997 as soon as practicable thereafter (the "Effective
Date"); the Company shall be merged into GS Financial, the separate existence
of the Company shall cease and GS Financial (following the Merger referred to
as "GS Financial") shall continue to exist under the name of "GS Financial
Services, Inc.," by virtue of, and shall be governed by, the laws of the State
of Delaware. The address of the registered office of GS Financial in the
State of Delaware will be The Corporation Trust Company, 1209 Orange Street,
in the City of Wilmington, County of Newcastle, State of Delaware.
ARTICLE II
Certificate of Incorporation of GS Financial
The Certificate of Incorporation of GS Financial Services, Inc. shall be
the Certificate of Incorporation of GS Financial as in effect on the date
hereof without change unless and until amended in accordance with applicable
law.
ARTICLE III
By-Laws of GS Financial
The By-Laws of GS Financial shall be the By-Laws of GS Financial as in
effect on the date hereof without change unless and until amended or repealed
in accordance with applicable law.
ARTICLE IV
Effect of Merger on Stock of Constituent Corporation
4.01 On the Effective Date, (i) each 100 outstanding shares of Company
common stock, $.0001 par value ("Company Common Stock") shall be converted
into one share of GS Financial common stock, $.001 par value, ("GS Financial
Common Stock"), except for those shares of Company Common Stock with respect
to which the holders thereof duly exercise their dissenters' rights under
Florida law, (ii) any fractional GS Financial Common Stock interests to which
a holder of Company Common Stock would be entitled will be canceled with the
holder thereof being entitled to receive $.002 per share of Company Common
Stock not convertible into a whole share of GS Financial Common Stock (the
"Cancellation Price") and (iii) each outstanding share of Company Common Stock
held by the Company shall be retired and canceled and shall resume the status
of an authorized and unissued GS Financial Common Stock.
4.02 All options and rights to acquire Company Common Stock under or
pursuant to any options or warrants which are outstanding on the Effective
Date of the Merger will automatically be converted into equivalent options and
rights to purchase that whole number of GS Financial Common Stock into which
the number of Company Common Stock subject to such options or warrants
immediately prior to the Effective Date would have been converted in the
merger had such rights been exercised immediately prior thereto (with any
fractional GS Financial Common Stock interest resulting from the exercise
being settled in cash in the amount such holder would have received for any
such fraction in the merger had he exercised such warrants or options
immediately prior to the Merger). The option price per share of GS Financial
Common Stock shall be the option price per share of Company Common Stock in
affect prior to the Effective Date. All plans or agreements of the Company
under which such options and rights are granted or issued shall be continued
and assumed by GS Financial unless and until amended or terminated in
accordance with their respective terms.
4.03 (a) Continental Stock Transfer and Trust Company shall act as
exchange agent in the Merger.
(b) Prior to, or as soon as practicable, after the Effective Date, GS
Financial shall mail to each person who was, at the time of mailing or at the
Effective Date, a holder of record of issued and outstanding Company Common
Stock (i) a form letter of transmittal and (ii) instructions for effecting the
surrender of the certificate or certificates, which immediately prior the
Effective Date represented issued and outstanding shares of Company Common
Stock ("Company Certificates"), in exchange for certificates representing GS
Financial Common Stock. Upon surrender of a Company Certificate for
cancellation to GS Financial, together with a duly executed letter of
transmittal, the holder of such Company Certificate shall subject to paragraph
(f) of this section 4.03 be entitled to receive in exchange therefor a
certificate representing that number of GS Financial Common Stock into which
the Company Common Stock theretofore represented by the Company Certificate so
surrendered shall have been converted pursuant to the provisions of this
Article IV; and the Company Certificate so surrendered shall forthwith be
canceled.
(c) No dividends or other distributions declared after the Effective Date
with respect to GS Financial Common Stock and payable to holders of record
thereof after the Effective Date shall be paid to the holder of any
unsurrendered Company Certificate with respect to GS Financial Common Stock
which by virtue of the Merger are represented thereby, nor shall such holder
be entitled to exercise any right as a holder of GS Financial Common Stock;
until such holder shall surrender such Company Certificate. Subject to the
effect, if any, of applicable law and except as otherwise provided in
paragraph (f) of this Section 4.03, after the subsequent surrender and
exchange of a Company Certificate, the holder thereof shall be entitled to
receive any such dividends or other distributions, without any interest
thereon, which became payable prior to such surrender and exchange with
respect to GS Financial Common Stock represented by such Company Certificate.
(d) If any stock certificate representing GS Financial Common Stock is to
be issued in a name other than that in which the Company Certificate
surrendered with respect thereto is registered, it shall be a condition of
such issuance that the Company Certificate so surrendered shall be properly
endorsed or otherwise in proper form for transfer and that the person
requesting such issuance shall pay any transfer or other taxes required by
reason of the issuance to a person other than the registered holder of the
Company Certificate surrendered or shall establish to the satisfaction of GS
Financial that such tax has been paid or is not applicable.
(a) After the Effective Date, there shall be no further registration of
transfers on the stock transfer books of the Company of the Shares of Company
Common Stock, or of any other shares of stock of the Company, which were
outstanding immediately prior to the Effective Date. If after the Effective
Date certificates representing such shares are presented to the "GS Financial"
they shall be canceled and, in the case of Company Certificates, exchanged for
certificates representing GS Financial Common Stock and, as appropriate, cash
as provided in this Article IV.
(f) No certificates or scrip representing fractional GS Financial Common
Stock shall be issued upon the surrender for exchange of Company Certificates,
no dividend or distribution of GS Financial shall relate to any fractional GS
Financial Common Stock interest, and no such fractional share interest will
entitle the owner thereof to vote or to any right of a stockholder of GS
Financial. In lieu thereof, GS Financial shall pay to each holder of Company
Common Stock convertible into a fractional interest in GS Financial Common
Stock the Cancellation Price.
ARTICLE V
Corporate Existence, GS Financial and Liabilities of GS Financial
5.01 On the Effective Date, the separate existence of the Company shall
cease. The Company shall be merged with and into GS Financial, GS Financial,
in accordance with the provisions of this Agreement. Thereafter, GS Financial
shall possess all the rights, privileges, powers and franchises as well of a
public as of a private nature, and shall be subject to all the restrictions,
disabilities and duties of each of the parties to this Agreement and all and
singular; the rights, privileges, powers and franchises of the Company and GS
Financial, and all property, real, personal and mixed, and all debts due to
each of them on whatever account, shall be vested in GS Financial; and all
property, rights, privileges, powers and franchises, and all and every other
interest shall be thereafter an effectually the property of GS Financial, as
they were of the respective constituent entities, and the title to any real
estate whether by deed or otherwise vested in the Company and GS Financial or
either of them, shall not revert to be in any way impaired by reason of the
Merger; but all rights of creditors and all liens upon any property of the
parties hereto, shall be preserved unimpaired, and all debts, liabilities and
duties of the respective constituent entities, shall thenceforth attach to GS
Financial, and may be enforced against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by it.
5.02 The Company agrees that it will execute and deliver, or cause to be
executed and delivered, all such deeds, assignments and other instruments, and
will take or cause to be taken such further or other action as GS Financial
may deem necessary or desirable in order to vest in and confirm to GS
Financial title to and possession of all the property, rights, privileges,
immunities, powers, purposes and franchises, and all and every other interest,
of the Company and otherwise to carry out the intent and purposes of this
Agreement.
ARTICLE VI
Officers and Directors of GS Financial
6.01 Upon the Effective Date, the officers and directors of GS Financial
shall be officers and directors of GS Financial in office at such date, and
such persons shall hold office in accordance with the By-Laws of GS Financial
or until their respective successors shall have been appointed or elected.
6.02 If, upon the Effective Date, a vacancy shall exist in the Board of
Directors of GS Financial, such vacancy shall be filled in the manner provided
by its By-Laws.
ARTICLE VII
Approval by Shareholders; Amendment; Effective Date
7.01 This Agreement and the Merger contemplated hereby are subject to
approval by the requisite vote of shareholders in accordance with applicable
Florida law. As promptly as practicable after approval of this Agreement by
shareholders in accordance with applicable law, duly authorized officers of
the respective parties shall make and execute Articles of Merger and a
Certificate of Merger and shall cause such documents to be filed with the
Secretary of State of Florida and the Secretary of State of Delaware,
respectively, in accordance with the laws of the States of Florida and
Delaware. The Effective Date of the Merger shall be the date on which the
Merger becomes effective under the laws of Florida or the date on which the
Merger becomes effective under the laws of Delaware, whichever occurs later.
7.02 The Board of Directors of the Company and GS Financial may amend
this Agreement at any time prior to the Effective Date, provided that an
amendment made subsequent to the approval of the merger by the shareholder of
Company shall not (1) alter or change the amount or kind of shares to be
received in exchange for or on conversion of all or any of the Company Common
Stock (2) alter or change any term of the Certificate of Incorporation of GS
Financial, or (3) alter or change any of the terms and conditions of this
Agreement if such alteration or change would adversely affect the holders of
Company Common Stock.
ARTICLE VIII
Termination of Merger
This Agreement may be terminated and the Merger abandoned at any time
prior to the filing of this Agreement with the Secretary of State of Florida
and the Secretary of State of Delaware, whether before or after shareholder
approval of this Agreement, by the consent of the Board of Directors of the
Company and GS Financial.
ARTICLE IX
Miscellaneous
In order to facilitate the filing and recording of this Agreement, this
Agreement may be executed in counterparts, each of which when so executed
shall be deemed to be an original and all such counterparts shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers, all as of the day and year first above
written.
GRAYSTONE FINANCIAL SERVICES, INC.
A FLORIDA CORPORATION
By: /s/ Thomas V. Ackerly
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Thomas V. Ackerly, President
GS FINANCIAL SERVICES, INC.
A DELAWARE CORPORATION
By: /s/ Thomas V. Ackerly
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Thomas V. Ackerly, President