PACIFIC HEALTH CARE ORGANIZATION, INC. (OTCMKTS:PFHO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 21, 2018, Pacific Health Care Organization, Inc. (the “Company”) filed Articles of Amendment to its Articles of Incorporation (the “Amendment”) with the Division of Corporations and Commercial Code of the State of Utah. The Amendment will become effective on April 5, 2018. A copy of the Amendment is attached hereto as Exhibit 3.01.
On March 14, 2018, the Company completed a mailing to its shareholders of a Definitive Information Statement on Schedule 14C (the “Information Statement”) which was filed by Company with the Securities and Exchange Commission (the “Commission”) on March 6, 2018. The Information Statement notified shareholders that on February 8, 2018, the board of directors of the Company approved the Amendment to increase the authorized common stock of the Company from 50,000,000 shares to 200,000,000 shares and to forward split the issued and outstanding common stock of the Company at a ratio of four-shares-for-one-share (4:1), with any fractional shares being rounded to the next whole share (the “forward split”). The Company’s Articles of Incorporation provide that in the event of any subdivision of the Company’s common stock, such as a forward split, the number of shares of Series A preferred stock outstanding will be forward split on the same terms and conditions as the common stock. Neither the number of shares of authorized preferred stock nor the number of shares designated as Series A preferred stock will increase as a result of the Amendment. The Information Statement further notified shareholder that on February 21, 2018, Tom Kubota, the holder of approximately 60.8% of the Company’s issued and outstanding common stock, and 50% of its issued and outstanding Series A preferred stock, which votes together with its common stock as a single class on all matters submitted to a vote of the holders of its common stock, delivered a written consent approving the Amendment.
Upon effectiveness of the forward split on April 5, 2018, as discussed in Item 8.01 of this report, each outstanding share of Company common stock and Series A preferred stock will automatically be converted at the applicable forward split ratio without any exchange of stock certificates. Shareholders are not requested to send in their stock certificates for exchange and the Company will not send additional stock certificates representing the additional shares. As a result of the forward split, the number of issued and outstanding shares of common stock will be adjusted from 800,000 shares to approximately 3,200,000 shares and the number of issued and outstanding shares of Series A preferred stock will be adjusted from 1,000 shares to 4,000 shares.
Item 8.01Other Information
On March 21, 2018, the Company received notice from the Financial Industry Regulatory Authority (“FINRA”) confirming the Daily List Announcement Date of the forward split will be April 4, 2018, and the Market Effective Date of the forward split will be April 5, 2018. The Company’s common stock will begin trading on a post forward split basis on the OTCQB at the open of the market on the Market Effective Date. On the Market Effective Date the trading symbol for the Company’s common stock will change to “PFHOD” for a period of 20 business days, after which the “D” will be removed from the Company’s trading symbol. The Company’s common stock will be assigned a new CUSIP, which will be 69439P308.
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, made in this Current Report on Form 8-K are forward looking and subject to change. Examples of forward-looking statements include, but are not limited to, statements related to the Daily List Announcement Date, the Market Effective Date, the date on which the Company’s common stock will begin trading on a post forward split basis, the placement and removal of a “D” from the Company’s stock trading symbol, assignment of a new CUSIP number to the Company’s common stock, and the anticipated impact of the forward split on the outstanding shares of the Company’s common stock and Series A preferred stock. These forward-looking statements reflect management’s current expectations, but are not within the control of the Company. Actual results could differ materially from expected results expressed in forward-looking statements. We will not necessarily update information if any forward-looking statement later turns out to be inaccurate.
Item 9.01Financial Statements and Exhibits
(d)Exhibits
PACIFIC HEALTH CARE ORGANIZATION INC ExhibitEX-3.01 2 ex3-01.htm EX-3.01 Exhibit 3.01 State of Utah DEPARTMENT OF COMMERCE Division of Corporations & Commercial Code Articles of Amendment to Articles of Incorporation (Profit) Entity Number: 613952-0142 Non-Refundable Processing Fee: $37.00 Pursuant to UCA §16-1Oa part 10,…To view the full exhibit click here
About PACIFIC HEALTH CARE ORGANIZATION, INC. (OTCMKTS:PFHO)
Pacific Health Care Organization, Inc. is a specialty workers’ compensation managed care company. The Company provides a range of services for self-administered employers, insurers, third party administrators, municipalities and others in the state of California. The Company, through its subsidiaries, provides workers’ compensation cost containment services, including healthcare organizations (HCOs), medical provider networks (MPNs), HCO + MPN, workers’ compensation carve-outs, utilization review (UR), medical bill review (MBR), nurse case management (NCM), network access and claims repricing, lien representation services and Medicare Set Aside (MSA). The HCOs are networks of healthcare professionals specializing in the treatment of workplace injuries and in back-to-work rehabilitation and training. The MPN is a network of healthcare professionals. Through IRC, it seeks to create legal agreements for the implementation of workers’ compensation carve-outs for California employers.
