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)
Oct 4, 2017
2. SEC Identification Number
013039
3. BIR Tax Identification No.
320-000-484
4. Exact name of issuer as specified in its charter
PACIFICA, INC.
5. Province, country or other jurisdiction of incorporation
METRO MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
c/o MANILA HARBOR CENTRE, R-10, VITAS, TONDO, MANILAPostal Code1013
8. Issuer's telephone number, including area code
(632) 637-8851
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 SHARES
40,000,000,000
11. Indicate the item numbers reported herein
Item No. 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.
Pacifica, Inc.PA
PSE Disclosure Form 7-1 - Notice of Annual or Special Stockholders' Meeting References: SRC Rule 17 (SEC Form 17-C) and Sections 7 and 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Annual Meeting of the Stockholders
Background/Description of the Disclosure
Calling of the Annual Meeting of the Stockholders and setting of the Record Date therefor
The Annual Meeting of Stockholders of PACIFICA, INC. will be held on 26 October 2017 to discuss the following matters in the Agenda:
1. Call to Order 2. Proof of Service of Notice 3. Certification of Presence of Quorum 4. Approval of the Minutes of the Annual Stockholders’ Meeting held on 8 December 2016 5. Ratification of all acts of the Board of Directors and Officers since the 2016 Annual Stockholders’ Meeting adopted in the ordinary course of business 6. Approval of the Annual Report and Audited Financial Statements of the Company for the year ended 31 December 2016 7. Report of Management 8. Approval of the following amendments to the Company’s Articles of Incorporation (a) Amendment of the Title and First Article to change the name of the Company from Pacifica, Inc. to Pacifica Holdings, Inc. (b) Amendment of the Second Article to: (i) change the primary purpose of the Company to reflect that of a holding company, (ii) to include the power to guarantee as among the Company’s secondary purposes, and (iii) to align such secondary purposes to the business of the Company as a holding company (c) Amendment of the Third Article to change the principal address of the Company from Manila to China Bank Corporate Center, Lot 2, Samar Loop corner Road 5, Cebu Business Park, Brgy. Mabolo, Cebu City (d) Amendment to the Seventh Article increasing the par value from Php0.005 per share to Php1.00 per share, which will result in the decrease in the number of issued and outstanding shares of the Company (e) Introduction of a new Eleventh Article to provide that no transfer of stock or interest which would reduce the ownership of Filipino citizens to less than the required percentage of the capital stock, as provided by existing laws, shall be allowed or permitted to be recorded in the proper books of the Company 9. Delegation of Authority to the Board of Directors to Amend the Company’s By-Laws 10. Approval of the Increase of the Authorized Capital Stock of the Company from Php200 million divided into 40 billion unclassified common shares with par value of Php0.005 per share to up to Php5 billion divided into 5 billion common shares with a par value of Php1.00 per share, such increase to be implemented in one or more tranches and consequently, amendment of the Seventh Article to reflect the increase in authorized capital stock 11. Approval of the issuance of common shares whether out of the increase in the authorized capital stock or the unissued capital stock following such increase in favor of an investor or investors that the Board of Directors, acting as a body, may identify and determine and the corresponding listing of the such issued common shares with the Philippine Stock Exchange 12. Election of the Members of the Board of Directors including the Independent Directors for the Ensuing Year 13. Appointment of the Company’s External Auditors for Fiscal Year 2017 14. Other Matters
Inclusive Dates of Closing of Stock Transfer Books
Start Date
N/A
End Date
N/A
Other Relevant Information
An amendment to the report was made in order to update it to include the Agenda for the meeting, as well as the tentative time and venue thereof.
Pacifica, Inc.PA