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U.S. 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): September 23,
1998
GILMAN & CIOCIA, INC.
(Exact Name of Registrant as Specified in its charter)
Delaware 000-22996 11-2587324
(State or jurisdiction Commission (I.R.S.Employer
of incorporation or file Identification
organization) number No.)
475 Northern Boulevard, Great Neck 11021
(Address of principal executive offices) (Zip Code)
(516) 482-4860
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
Pursuant to the Warrant Agreement (the "Warrant Agreement") dated
December 12, 1994 by and between Gilman & Ciocia, Inc., a Delaware corporation
(the "Registrant"), and Corporate Stock Transfer, Inc., a Colorado corporation,
as warrant agent, as amended July 31, 1997, the Registrant has 558,609
Redeemable Public Warrants (the "Warrants") outstanding. Each warrant entitles
the holder to purchase one share of the Registrant's common stock, par value
$0.01 per share, for a purchase price of $4.67 a share. The Warrant Agreement
provides for the expiration of the warrants at the earlier of September 9, 1997,
or the redemption date as set forth in section 8 of the Warrant Agreement. The
expiration date of the warrants was extended to the earlier of 5:00 p.m. (New
York time) on September 9, 1998 or the redemption date as set forth in section 8
of the Warrant Agreement by Amendment No. 1 to the Warrant Agreement dated July
31, 1997 and to the earlier of 5:00 p.m. (New York time) on September 28, 1998
or the redemption date as set forth in section 8 of the Warrant Agreement by
Amendment No. 2 to the Warrant Agreement dated August 31, 1998.
The Registrant again has amended the Warrant Agreement providing for an
extension of the expiration date of the warrants. The amendment provides that
the warrant expiration date shall be the earlier of 5:00 p.m. (New York time) on
October 30, 1998 or the redemption date as set forth in section 8 of the Warrant
Agreement.
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Item 7 (c) Exhibits.
Exhibit No. Description
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1 Amendment No. 3 dated September 23, 1998 to
Warrant Agreement dated December 12, 1994.
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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, thereunto duly authorized.
Dated: September 23, 1998
GILMAN & CIOCIA
By: /s/ Thomas Povinelli
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Thomas Povinelli
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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1 Amendment No. 3 dated September 23, 1998 to
Warrant Agreement dated December 12, 1994.