9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common
8,946,450,000
11. Indicate the item numbers reported herein
9
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Sta. Lucia Land, Inc.SLI
PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Approval by the Securities and Exchange Commission ("SEC") of the application for Amendment of By-Laws
Background/Description of the Disclosure
The SEC approved on 15 June 2016 the amendment of the By-Laws of the Registrant, formally including an Executive Committee as among the Registrant’s Committees. The Registrant received a copy of the Certificate of Filing of Amended By-laws (“Certificate”) on 15 June 2016. A copy of said Certificate is attached.
Date of Approval by Board of Directors
Apr 21, 2015
Date of Approval by Stockholders
Jun 19, 2015
Other Relevant Regulatory Agency, if applicable
N/A
Date of Approval by Relevant Regulatory Agency, if applicable
N/A
Date of Approval by Securities and Exchange Commission
Jun 15, 2016
Amendment(s)
Article and Section Nos.
From
To
Article II Board of Directors, Section 2.10
-
2.10
Rationale for the amendment(s)
To formally include the Executive Committee as one of the committees of the Registrant.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC
Jun 8, 2016
Expected date of SEC approval of the Amended By-Laws
Jun 15, 2016
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
Formal inclusion of the Executive Committee in the By-laws of the Registrant.
Other Relevant Information
The new Section 2.10 of the By-Laws shall read as follows: "SECTION 2.10. Executive Committee. – The Board of Directors may create an Executive Committee composed of not less than three (3) members of the Board of Directors who shall be designated by the Board. Said Executive Committee may act, by majority vote of all its members, on such specific matters within the competence of the Board of Directors except with respect to the following: (1) approval of any action for which stockholders’ approval is also required; (2) the filling of vacancies in the Board; (3) the amendment or repeal of by-laws or the adoption of new by-laws; (4) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; (5) a distribution of cash dividends to the stockholders; and (6) such other matters as may be specifically excluded or limited by the Board of Directors.
The Executive Committee shall serve for such compensation, allowances and per diems as the Board, by majority vote, may approve."
We note that the Certificate of Filing of Amended By-Laws reflects that the amendment was “adopted on 21 April 2016 by at least a majority vote of the Board of Directors and on 19 June 2016 by the vote of the stockholders owning or representing at least a majority of the outstanding capital stock” when in fact, Board approval was secured on 21 April 2015 while shareholders’ ratification was secured on 19 June 2015. The Registrant shall coordinate with the SEC for the amendment of said Certificate of Filing of Amended By-Laws in order to reflect the correct dates.
Sta. Lucia Land, Inc.SLI