GDIC, filed an 8-K today.
In summary:
- 1 for 10 reverse stock split.
- John W. Galuchie Jr. elected chairman and President.
- Increase in the authorized shares from 10,000,000 to 12,000,000.
- Completed a private placement of 375k post-split shares at a price of $.20/share.
- New trading symbol will be "GNDV".
- Reincorporation of the Company from New Jersey to Delaware
Appears there will be 1,373,007 shares outstanding after the reverse split. I spoke to Mr. Galuchie (908-234-1881) today. They are still searching for a reverse merger . . . there is currently not one in the works.
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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) October 12, 2000
General Devices, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of Incorporation)
0-3125 21-0661726
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(Commission File Number) (IRS Employer Identification Number)
376 Main Street, P.O. Box 74, Bedminster, New Jersey 07921
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(Address of Principal Executive Offices, Zip Code)
908-234-1881
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(Registrant's Telephone Number, including area code)
Not Applicable
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(Former name of former addresses, if changed since last report)
Item 5. Other Events
On October 12, 2000, General Devices, Inc., (the "Company") issued a press
release announcing the election of John W. Galuchie, Jr., Theodore A. Raymond
and Leonard M. Tannenbaum to the Board of Directors. Mr. Galuchie will serve as
Chairman and President and Mr. Tannenbaum will serve as Vice President. The
Company also announced that it would implement a one-for-ten reverse stock split
previously approved by the stockholders as of the close of business on October
16, 2000 and an increase in the authorized shares from 10,000,000 to 12,000,000.
The stockholders also approved the reincorporation of the Company from New
Jersey to Delaware. The Company also stated that it had completed a private
placement of 375,000 post-split shares at a price of $.20 per share. The press
release is attached herto as Exhibit 99.1 and incorporated herein in its
entirety by this reference.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
General Devices, Inc.
October 12, 2000 /s/ Sue Ann Itzel
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Sue Ann Itzel
Treasurer and Secretary
Exhibit 99.1
GENERAL DEVICES ANNOUNCES ELECTION OF NEW DIRECTORS AND OFFICERS;
IMPLEMENTATION OF REVERSE STOCK SPLIT; INCREASE IN AUTHORIZED
SHARES; REINCORPORATION IN DELAWARE AND COMPLETION OF PRIVATE PLACEMENT
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BEDMINSTER, NEW JERSEY - OCTOBER 12, 2000 - GENERAL DEVICES, INC., (OTCBB:
GDIC) today announced the election of John W. Galuchie, Jr., Theodore A. Raymond
and Leonard M. Tannenbaum to its board of directors. Mr. Galuchie will serve as
Chairman and President and Mr. Tannenbaum will serve as Vice President.
The Company also announced that it would implement a one-for-ten reverse
stock split approved by the Company's stockholders at the recent annual meeting
effective as of the close of business on October 16, 2000 (the "Effective
Date"). Fractional shares will be settled in cash, except that any holder of
fewer than ten shares will continute to hold one share following the Effective
Date.
Also approved by the stockholders at the recent annual meeting was an
increase in the authorized shares from 10 million shares to 12 million shares
and the reincorporation of the Company from New Jersey to Delaware.
The Company also stated that it had completed a private placement of
375,000 post-split shares at a price of $.20 per share.
Commencing with the opening of business on October 17, 2000 the Company's
trading symbol will be "GNDV". Prior to the reverse split and the private
placement the Company had 9,980,074 shares outstanding.
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