CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported)
Apr 4, 2017
2. SEC Identification Number
A200016575
3. BIR Tax Identification No.
005-695-791
4. Exact name of issuer as specified in its charter
PHILAB HOLDINGS CORP.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
8th Floor, 1128 38th Avenue, Fort Bonifacio Global City, Taguig City, Metro ManilaPostal Code1231
8. Issuer's telephone number, including area code
(02)5519639
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
62,276,060
11. Indicate the item numbers reported herein
Item 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.
Philab Holdings Corp.DNA
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
Amendments to the Amended By-Laws of the Corporation
Background/Description of the Disclosure
The Securities and Exchange Commission (“SEC”) approved on 28 March 2017, the following amendments to the By-Laws of the Company:
i. Section 2 of Article I (SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES); ii. Sections 7 and 8 of Article II (MEETINGS OF STOCKHOLDERS); iii. Article III (BOARD OF DIRECTORS); iv. Article V (BOARD COMMITTEES); and v. Article VI (OFFICES)
Please see attached Amended By-Laws (Annex A) of the Company dated 28 March 2017 which was received by the Company on 3 April 2017.
Date of Approval by Board of Directors
Feb 3, 2017
Date of Approval by Stockholders
Oct 20, 2016
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
Mar 31, 2017
Date of Receipt of SEC approval
Apr 3, 2017
Amendment(s)
Article and Section Nos.
From
To
Section 2 of Article I
Section 2. Certificate – The stockholder shall be entitled to one or more certificates for fully paid stock subscription in his name in the books of the corporation. The certificates shall contain the matters required by law and the Articles of Incorporation. They shall be in such form and design as may be determined by the Board of Directors and numbered consecutively. The certificate shall be signed by the President, countersigned by the Secretary or Assistant Secretary, and sealed with the corporate seal.
Section 2.Certificate – The stockholder shall be entitled to one or more certificates for fully paid stock subscription in his name in the books of the corporation. The certificates shall contain the matters required by law and the Articles of Incorporation. They shall be in such form and design as may be determined by the Board of Directors and numbered consecutively. The certificate shall bear the signature or facsimile signature of the President, countersigned (either in the original or via facsimile) by the Secretary or Assistant Secretary, and sealed with the corporate seal.
Sections 7 of Article II
Section 7. Manner of Voting – At all meetings of stockholders, a stockholder may vote person or by proxy. Unless otherwise provided in the proxy, it shall be valid only for meeting at which it has been presented to the Secretary. All proxies must be in the hands of the Secretary before the time set for the meeting. Proxies filed with the Secretary may be revoke by the stockholder either in an instrument in writing duly presented and recorded with the Secretary, prior to a scheduled meeting or by their personal presence at the meeting.
Section 7. Manner of Voting – At all meetings of stockholders, a stockholder may vote person or by proxy. Unless otherwise provided in the proxy, it shall be valid only for meeting at which it has been presented to the Secretary. All proxies must be in the hands of the Secretary before the date of the meeting. Such proxies filed with the Secretary may be revoke by the stockholders either in an instrument in writing duly presented and recorded with the Secretary, prior to a scheduled meeting or by their personal presence at the meeting. A forum for the validation of proxies chaired by the Secretary or Assistant Secretary and attended by the Stock Transfer Agent shall be convened before any meeting. Any questions and issues relating to
Section 8 of Article II
Section 8. Closing of Transfer Books or Fixing of Record Date – For the purpose of determining the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof or to receive payment of any dividend, the Board of Directors may provide that the stock and transfer books be closed for ten (10) working days immediately preceding such meeting.
Closing of Transfer Books or Fixing of Record Date – For the purpose of determining the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof or to receive payment of any dividend, or of making a determination of stockholders for any other proper purpose, the Board of Directors may provide that the stock and transfer books be closed. In lieu of closing the stock and transfer books, the Board of directors may fix in advance a date as a record date which shall in any case be at least twenty (20) days prior to the date of such stockholders’ meeting.
Article III
Board of Directors
Please see attached Annex B
Article V
N/A
Please see attached Annex B
Article VI (Previously Article V)
Section 1. The principal office of the corporation shall be located at the place stated in III of the Articles of Incorporation. The corporation may have such other branch offices, within or outside the Philippines as the Board of Directors may designate.
Section 1. The principal office of the Corporation shall be located at "8th Floor, 1128 38th Avenue, Fort Bonifacio Global City, Taguig City, Metro Manila". The Corporation may have such other branch officers, within or outside the Philippines as the Board of Directors may designate.
Rationale for the amendment(s)
Section 2 of Article I was amended to include facsimile signature for easier processing of stock certificates.
The amendments to Sections 7 and 8 of Article II of the By-Laws was made to ensure that the manner of voting of the Company was in line with the rules and regulations of the Securities and Regulation Code and its implementing rules.
The amendments to Articles III and IV was made in order to be consistent with Corporate Governance rules and regulations.
The amendments to the principal office of the Corporation are being made due to the change of control and management of the Company.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC
Apr 3, 2017
Expected date of SEC approval of the Amended By-Laws
Apr 3, 2017
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
Philab Holdings Corp.DNA