KRANTOR CORPORATION
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Unanimous Consent of Directors
In Lieu of Meeting
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March 7, 1997
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The undersigned, being all of the directors of Krantor Corporation,
hereby consent to, authorize, approve, ratify and adopt the following
resolutions as though done at a formal meeting:
1. Approval for Reverse Split
Resolved, that this corporation declare and implement and does hereby
declare and implement a one (1) for twenty-five (25) reverse stock split of this
corporation's common stock to the holders of this corporation's common stock of
record as of March 10, 1997 as more particularly set forth in the proxy
statement, a copy of which is attached to and made a part hereof, which has been
reviewed by and is hereby approved by all of the undersigned. The designed
business purpose of such reverse stock split is to decrease the number of
outstanding shares in order to improve the marketability of the shares and
generate interest in further equity financing. Such split shall be effectuated
by requesting stockholders subject to the decrease in outstanding securities to
surrender their current stock certificates to be replaced by new certificates
exhibiting and evidencing the decreased share ownership and payment for
resulting fractional shares. The declaration of the referenced reverse stock
split as provided in the proxy statement shall be submitted for review and
acceptance by shareholders holding this corporation's common stock of record as
of March 10, 1997 at the 1996 Annual Stockholders meeting scheduled for April
30, 1997 as hereafter approved and such annual meeting is hereby called to be
held at this corporation's principal offices at 120 East Industry Court, Deer
Park, New York at 10:00 a.m. Upon receipt of such stockholders approval of the
said Reverse Split same shall be implemented by the filing of an Amendment to
this corporation's Certificate of Incorporation in the form as attached to and
made an exhibit hereto, a copy of which has been reviewed and approved by all of
the undersigned.
2. Authorization of Transfer Agent
Resolved, that if and when the stock reverse split of this
corporation's common stock is approved by this corporation's stockholders this
corporation by this consent does authorize this corporation's transfer agent to
effectuate the referenced and resolved stock split by issuing replacement
certificates, as current certificates are surrendered, exhibiting share amounts
proportionate to the decrease in shares outstanding on the record date at the
rate of one (1) share for each twenty-five (25) current shares owned of record
on the record date, and said transfer agent is hereby authorized to reflect
resultant decrease in individual shareholdings on the official stock records of
this corporation.
3. Notice to Shareholders
Resolved, that if and when the stock reverse split of this
corporation's common stock is approved by this corporation's stockholders the
appropriate officers of this corporation are authorized to send notice to all
shareholders of this corporation notifying them of the change in their
securities ownership as a result of the reverse split and directing them to
surrender their stock certificates for replacement with certificates exhibiting
ownership of the decreased shares, in substantially the format attached hereto
and made a part hereof, such form of notice having been reviewed and approved by
each of the undersigned.
4. Amendment to By-Laws
Resolved, that the By-Laws of this corporation be amended to provide
that where Shareholder approval is requested or mandated on any particular
matter that a quorum for purposes of having a legally convened shareholders
meeting, whether special or annual, shall be at least one third the number of
shares outstanding on the record date for such shareholders meeting.
EX-4
5. Election of Board of Directors
Resolved, At the stated 1996 Annual Meeting, the following persons are
hereby nominated for election or re-election to the Board of Directors by the
stockholders of this corporation:
Henry J. Platek, Jr.
Mair Faibish
Mitchell Gerstein
Dominic Marsicovetere
Michael Ferrone
6. Proxy Statement
Resolved, that a Proxy and Proxy Statement, in substantially the format
as attached to and made a part hereof, having been reviewed by all of the
undersigned, shall be mailed and made available to all in connection with the
aforementioned 1996 Annual Meeting.
7. Implementation
Resolved, that the proper officers of this corporation be and they are
hereby authorized and directed to do or cause to be done any and all such acts
and things and to execute and deliver any and all such further documents and
papers as they may deem necessary or appropriate to carry into effect the full
intent and purpose of the foregoing resolutions.
/s/ Henry J. Platek, Jr.
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Henry J. Platek, Jr.
/s/ Mair Faibish
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Mair Faibish
/s/ Mitchell Gerstein
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Mitchell Gerstein
/s/ Dominic Marsicovetere
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Dominic Marsicovetere
/s/ Michael Ferrone
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Michael Ferrone
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