SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): SEPTEMBER 14, 2000
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HUDSON HOTELS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
NEW YORK 33-26780-NY 16-1312167
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
300 BAUSCH & LOMB PLACE, ROCHESTER, NEW YORK 14604
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (716)-454-3400
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(Former Name or Founder Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On September 14, 2000, at its annual meeting of shareholders, the
Company's shareholders approved an amendment to the certificate of incorporation
of the Company to effect a one-for-three reverse split of the Company's
outstanding common stock, par value $.001. The reverse split had been previously
approved by the Company's Board of Directors, and recommended to the
shareholders for approval. The intent of the reverse split is to increase the
per share trading price of the Company's common stock.
Following the approval by the shareholders, the Company immediately
filed the amendment to its certificate of incorporation, and the reverse split
became effective as of the opening of business on September 18, 2000. As a
result of the reverse split, the 8,188,569 shares outstanding prior to the split
were changed into 2,729,523 shares. The Company anticipates that certain
additional shares will be issued in effecting the split, as it has agreed to
round any fractional shares up to the next whole share. The new CUSIP number for
the shares is 443794 20 1.
Shareholders of record will receive a communication from the Company,
including a transmittal letter for submission of their currently outstanding
certificates for cancellation and issuance of new certificates reflecting the
reverse split.
ITEM 7. EXHIBITS
3.6. Amendment to Certificate of Incorporation effecting a
one-for-three reverse split.
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 hereunto duly authorized.
HUDSON HOTELS CORPORATION
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(Registrant)
Date: SEPTEMBER 15, 2000 /s/ Ralph L. Peek
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Ralph L. Peek, Vice President
EXHIBIT 3.6
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
HUDSON HOTELS CORPORATION
Under Section 805 of the Business Corporation Law
The undersigned, being the Vice President and Secretary of Hudson
Hotels Corporation, do hereby certify as follows:
1. The name of the Corporation is Hudson Hotels Corporation. The
name under which the Corporation was formed was Microtel
Distribution & Franchising Corp.
2. The Certificate of Incorporation was filed by the Department
of State on June 5, 1987.
3. The Certificate of Incorporation is hereby amended to add
paragraph 3.2 as follows:
3.2 REVERSE STOCK SPLIT.
3.2.1 On the Split Effective Date (as defined below), the
Corporation shall effect a one-for-three reverse stock split
pursuant to which every three shares of the Corporation's
Common Stock issued and outstanding or held in treasury will
be automatically converted into one new share of Common Stock
(the "Reverse Stock Split").
3.2.2 The Reverse Stock Split shall be effective as of the close of
business on such date that the Amendment is filed with the New
York Department of State, as determined by the Corporation's
Board of Directors (the "Split Effective Date").
3.2.3 The Corporation shall not issue fractional shares to the
shareholders entitled to a fractional interest in a share of
Common Stock issued pursuant to the Reverse Stock Split but
shall round each fractional share up to the next whole number
of shares.
3.2.4 On the Split Effective Date, each certificate representing
existing shares of Common Stock will automatically be deemed
for all purposes to evidence ownership of the appropriate
reduced number of new shares of Common Stock without any
action by the shareholder thereof. As soon as practicable
after the Split Effective Date, the Corporation or its agent
shall notify the shareholders and request the surrender of
their certificates for their existing shares with instructions
as to how to receive new certificates and/or payment for their
fractional new share interest.
3.2.5 The shares of Common Stock issued pursuant to the Reverse
Stock Split shall be identical to the shares of Common Stock
they are exchanged for.
3.2.6 In accordance with the foregoing, the 8,188,569 issued shares
of common stock, par value $.001, currently outstanding shall
be changed into 2,729,523 issued shares of
common stock, par value $.001, the terms of the change being
each three shares of stock outstanding shall be changed into
one outstanding share. The 11,811,431 shares of common stock,
par value $.001, currently authorized but unissued shall not
be changed. There shall be no change in the number, nor the
rights, preferences, and privileges, of the preferred shares
(except that the conversion rate for currently outstanding
preferred shares shall be adjusted as provided in the
Certificate of Incorporation). Paragraph 3 is amended to read
as follows:
"3. The aggregate number of shares which the
corporation shall have the authority to issue is
24,540,954 shares of stock, to consist of 14,540,954
shares of common stock, with a par value of $.001 per
share and 10,000,000 shares of preferred stock, with
a par value of $.001 per share. The preferred stock
may be issued in series, and each series shall be so
designated by the Board of Directors to distinguish
them from shares of all other series. Authority is
expressly granted to the Board of Directors at any
time and from time to time before the issuance of any
preferred shares of a particular series to fix,
subject to the provisions herein set forth, the
designation of such series, the number of preferred
shares to comprise such series, the dividend rate per
annum, the liquidation preference, the redemption
price, if any, the terms and conditions of the
redemption, the terms and conditions on which the
shares are convertible, if they are convertible, and
any other rights, privileges, and limitations
pertaining to such series."
4. The Certificate of Amendment was authorized by a vote of the
Board of Directors followed by vote of the holders of a
majority of all outstanding shares entitled to vote thereon at
a meeting of shareholders.
IN WITNESS WHEREOF, this Certificate has been subscribed this __ day of
September, 2000 by the undersigned who affirm that the statements made herein
are true under the penalties of perjury.
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Ralph L. Peek, Vice President
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Alan S. Lockwood, Secretary