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): December 13, 2002
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EAGLE SUPPLY GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-25423 13-3889248
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(State or Other Jurisdiction (Commission File (IRS Employer
Incorporation) Number) Identification Number)
122 East 42nd Street, Suite 1116, New York, New York 10168
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 986-6190
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Item 5. Other Matters (Submission of Matters to a Vote of Securityholders)
On December 13, 2002, the Company held its annual meeting of
stockholders for the following purposes:
1. To elect eight directors to serve on the Board of Directors
of the Company for terms of one to three years as set forth in
proposal 2 of the Company's Proxy Statement or, if proposal 2 is not
approved, until the next annual meeting of stockholders, and until
their successors have been duly elected and qualified;
2. To consider and vote on a proposed amendment to the
Certificate of Incorporation of the Company to adopt a classified
board of directors providing that only approximately one-third of the
directors would be elected annually;
3. To consider and vote on a proposed amendment to the
Certificate of Incorporation of the Company to increase the total
number of authorized shares of Common Stock, par value $0.0001 per
share, from 25,000,000 shares to 30,000,000 shares and to increase the
number of authorized shares of Preferred Stock, par value $0.0001,
from 2,500,000 shares to 10,000,000 shares, which shares of Preferred
Stock will have the designations, rights, preferences, qualifications,
limitations, and restrictions as are approved from time to time by the
Company's board of directors;
4. To consider and vote on a proposed amendment to the
Certificate of Incorporation of the Company to authorize the issuance
of up to 10,000,000 shares of Class A Non-Voting Common Stock; and
5. To ratify the appointment of Deloitte & Touche LLP, as the
Company's independent auditors for the fiscal year ending June 30,
2003.
All proposals were voted for affirmatively by the Company's
stockholders as follows:
Votes
Votes For Withheld
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1. The following eight
persons were elected by the
Company's stockholders to
serve as directors for the
terms indicated below:
Class I Directors
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(until the 2003 annual
meeting of stockholders)
Douglas P. Fields 8,260,557 112,743
Steven R. Andrews, Esq. 8,262,857 110,443
John A. Shulman 8,263,157 110,143
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Class II Directors
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(until the 2004 annual
meeting of stockholders)
Paul D. Finkelstein 8,263,157 110,143
George Skakel III 8,263,157 110,143
Class III Directors
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(until the 2005 annual
meeting of stockholders)
James E. Helzer 8,263,157 110,143
Frederick M. Friedman 8,260,557 112,743
John E. Smircina, Esq. 8,262,857 110,443
Votes
Votes For Against Abstain Not Voted
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2. Amend the Company's
Certificate of Incorporation
to provide for a classified
Board of Directors. 5,677,080 118,289 2,900 2,575,031
3. Amend the Company's
Certificate of Incorporation
to increase the total number
of authorized shares of
Common Stock and Preferred
Stock. 5,535,017 259,027 4,225 2,575,031
4. Amend the Company's
Certificate of Incorporation
to authorize the issuance of
Class A Non-Voting Common
Stock. 8,096,765 275,210 1,325 --
5. Ratify and approve the
appointment of Deloitte &
Touche LLP as the Company's
auditors. 8,277,865 92,935 2,500 --
On December 16, 2002, the Company filed an Amendment to its
Certificate of Incorporation, as authorized at the foregoing meeting,
with the appropriate authorities of the State of Delaware. A copy of
said Amendment is attached as an exhibit to this Report.
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Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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3.1(B) Amendment to Registrant's Certificate of
Incorporation
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SIGNATURE
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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.
EAGLE SUPPLY GROUP, INC.
Date: December 19, 2002 By: /s/Douglas P. Fields, CEO
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Douglas P. Fields
Chairman and Chief Executive
Officer
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