UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5 TO SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Capitol First Corporation
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(Name of Issuer)
Capitol First Corporation
Addison Capital Group LLC
Boca First Capital, LLLP
Howard Bloom
Diane Bloom
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(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
14057T.109
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(CUSIP Number of Class of Securities)
Ashley B. Bloom
Capitol First Corporation
7100 W. Camino Real Boulevard, Suite 402
Boca Raton, FL 33433
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
Copy to:
Howard Bloom
Addison Capital Group LLC
7100 W. Camino Real Boulevard, Suite 402
Boca Raton, FL 33433
This statement is filed in connection with (check the appropriate box):
[X] a. The filing of solicitation materials or an information statement
subject to Regulation 14A (17 CFR 240.14a-1 to 240.14b-2),
Regulation 14C (CFR 240.14c-1 to 240.14c-101) or Rule 13e-3(c)
(ss.240.13e-3(c)) under the Securities Exchange Act of 1934.
[ ] b. The filing of a registration statement under the Securities Act
of 1933.
[ ] c. A tender offer.
[ ] d. None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:
[ ]
Check the following box if the filing is a final amendment reporting
the results of the transaction: [X]
Calculation of Filing Fee
Transaction valuation Amount of filing fee
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$90,474 (1) * $18.09 (2)
* Set forth the amount on which the filing fee is calculated and
state how it was determined.
(1) The above transaction value assumes that in connection with the
reverse stock split described in this Schedule 13E-3 Capitol First
Corporation will use a ratio of one to 2,000 and purchase fractional
interests equivalent to approximately 502,634 pre-split shares of
common stock, par value $0.01 per share, of the company for $0.18
per share.
(2) The above filing fee was determined by multiplying 0.0002 by
transaction value.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
Amount previously Paid: $9.31 and $18.09
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Form or Registration No.: Schedule 13E-3 and Amendment No. 1 to Schedule 13-E3
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Filing Party: Capitol First Corporation and Addison Capital Group, LLC, Boca
First Capital, LLLP, Howard Bloom and Diane Bloom.
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Date Filed: January 27, 2005 and March 24, 2005
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This Amendment No. 5 to the Rule 13e-3 Transaction Statement on Schedule 13E-3
is being filed by Capitol First Corporation, (the "Issuer") Addison Capital
Group LLC, Boca First Capital, LLLP, Howard Bloom and Diane Bloom pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended, and Rule 13e-3
thereunder. This Amendment No. 5 is being filed pursuant to Rule 13e-3 (d) (3)
as a final amendment to the Schedule 13E-3 to report the results of the
1-for-2,000 reverse stock split (the "Reverse Stock Split").
Stockholders holding shares of the Issuer's common stock representing the
required majority of votes approved the Reverse Stock Split at Issuer's Special
Meeting of Stockholders held on June 6, 2005. As a result of the effectiveness
of the Reverse Stock Split, as of June 7, 2005, stockholders holding less than
one share after the Reverse Stock Split solely had the right to receive cash at
the price of $0.18 per whole share of common stock outstanding immediately prior
to the effectiveness of the Reverse Stock Split. There were 874,634 pre-split
shares cashed out for an aggregate of $157,434. The Issuer has filed a Form 15
with the Securities and Exchange Commission to suspend reporting as a public
company.
Pursuant to General Instructions F and G to Schedule 13E-3, the definitive proxy
statement of the Issuer filed on May 6, 2005, including all appendices and
exhibits thereto, is expressly incorporated by reference herein in its entirety.
Capitalized terms used but not defined in this statement shall have the meanings
given to them in the proxy statement.
Item 16. Exhibits
(a) Press release of Capitol First Corporation, dated June 6, 2005,
(incorporated by reference to current report on Form 8-K filed
by Capitol First Corporation on June 6, 2005).
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: July 12, 2005 CAPITOL FIRST CORPORATION
By: /s/ Ashley Bloom
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Name: Ashley Bloom
Title: Acting President and Chief
Executive Officer
ADDISON CAPITAL GROUP LLC
By: /s/ Howard Bloom
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Name: Howard Bloom
Title: Member
BOCA FIRST CAPITAL, LLLP
By: Addison Capital Group LLC,
as general partner
By: /s/ Howard Bloom
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Name: Howard Bloom
Title: Member
/s/ Howard Bloom
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Howard Bloom
/s/ Diane Bloom
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Diane Bloom