Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On January 28, 2011, DVL, Inc. (the “Company”) filed a Current Report on Form 8-K announcing the results of its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved a proposal that authorized the Company’s Board of Directors to effect a reverse stock split of the Company’s outstanding Common Stock, par value $0.01 per share (“Common Stock”), at an exchange ratio of 1- for-7,500 shares (the “Reverse Stock Split”). As a result of the reverse stock split, every 7,500 shares of pre-split Common Stock issued and outstanding on February 7, 2011, the effective date of the Reverse Stock Split, will be converted into one post-split share of Common Stock, $0.01 par value per share. Following the Reverse Stock Split, the total number of shares of Common Stock outstanding will be reduced to approximately six thousand shares.
As a result of the Reverse Stock Split, holders of certificates representing shares of pre-split Common Stock prior to the effective date have the right to receive, upon surrender of those certificates, post-split shares of Common Stock at the ratio of one share of post-split Common Stock for every 7,500 shares of pre-split Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, holders of pre-split shares of Common Stock who otherwise would have received fractional shares will receive an amount in cash equal to $0.14 per pre-split share.
Existing stockholders holding Common Stock certificates will receive a Letter of Transmittal from the Company’s transfer agent, Transfer Online, with specific instructions regarding the exchange of shares.
On February 7, 2011, The Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State to effect the Reverse Stock Split, which is attached to this Current Report on Form 8-K as Exhibit 3.1(a).
Also on February 7, 2011, the Company filed and Amended and Restated Certificate of Incorporation, eliminating the authorized preferred stock, reducing the amount of authorized Common Stock from 50 million to 12 thousand, and restating its Certificate of Incorporation in its entirety. The Amended and Restated Certificate of Incorporation was approved by stockholders at the Special Annual Meeting on January 28, 2011. The Amended and Restated Certificate of Incorporation is attached to this Current Report on Form 8-K as Exhibit 3.1(b).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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3.1(a)
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Certificate of Amendment to Certificate of Incorporation of DVL, Inc.
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3.1 (b)
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Amended and Restated Certificate of Incorporation of DVL, Inc.
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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.
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By:
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/s/ Alan Casnoff
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Alan Casnoff
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President and Chief Executive Officer
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