C04112-2018

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

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)
Jun 13, 2018
2. SEC Identification Number
A199600179
3. BIR Tax Identification No.
004-668-224
4. Exact name of issuer as specified in its charter
NOW CORPORATION
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Unit 5-1, 5th Floor OPL Building, 100 C. Palanca Street, Legaspi Village, Makati City Postal Code 1229
8. Issuer's telephone number, including area code
+632 750-0211
9. Former name or former address, if changed since last report
-
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 1,517,278,350
11. Indicate the item numbers reported herein
-

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.

Now CorporationNOW

PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Amendment of the Seventh Article of Incorporation which was approved by the Securities and Exchange Commission on 13 January 2017.

Background/Description of the Disclosure

-

Date of Approval by
Board of Directors
Sep 2, 2016
Date of Approval by Stockholders Nov 8, 2016
Other Relevant Regulatory Agency, if applicable -
Date of Approval by Relevant Regulatory Agency, if applicable N/A
Date of Approval by Securities and Exchange Commission Jan 10, 2017
Date of Receipt of SEC approval Jan 13, 2017
Amendment(s)
Article No. From To
Seventh SEVENTH: That the authorized capital stock of the Corporation is TWO BILLION ONE HUNDRED TWENTY MILLION PESOS (Php2,120,000,000.00), Philippine Currency, and said capital stock is divided into Two Billion One Hundred Twenty Million (2,120,000,000) shares, with a par value of One Peso (P1.00) each. No stockholder shall have any pre-emptive right of subscription to any class of shares of stock of this Corporation, whether to the present authorized capital stock or any future increases thereof. SEVENTH: That the authorized capital stock of the Corporation is TWO BILLION ONE HUNDRED TWENTY MILLION PESOS (Php2,120,000,000.00), Philippine Currency, and said capital stock is divided into Two Billion Sixty Million (2,060,000,000) common shares, with a par value of One Peso (Php1.00) each and Sixty Million (60,000,000) Redeemable, Convertible, Non-Participating, and Non-Voting Preferred Shares with or without Detachable Warrants with a par value of One Peso (Php1.00) per share. The dividend rate of the Preferred Shares shall be fixed by the Board of Directors. The subscribers to the Preferred Shares shall be entitled to the payment of dividends as well as any accrued and unpaid dividend on the Preferred Shares before any dividend can be paid to the holders of the common shares. The preferred shares may be converted to common shares, and/or redeemed by the Corporation, at such rate and such terms and conditions as determined by the Board of Directors.
Rationale for the amendment(s)

Preferred stocks will provide the Company an alternative form of raising capital.

The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC Nov 29, 2016
Expected date of SEC approval of the Amended Articles of Incorporation Dec 30, 2016
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The Company will be able to raise funds for company expansion, capital expenditures, working capital, and other general corporate uses.

Other Relevant Information

The following items were amended from the previous report - i) Date of Report is amended to, "June 13, 2018"; ii) Subject of the Disclosure is amended to "Amendment of the Seventh Article of Incorporation which was approved by the Securities and Exchange Commission on 13 January 2017; iii) The From Column was amended to, "...and said capital stock is divided into Two Billion One Hundred Twenty Million (2,120,000,000) shares...; iv)The To Column was amended to, "...and said capital stock is divided into Two Billion Sixty Million (2,060,000,000) common shares..."

Filed on behalf by:
Name Angeline Macasaet
Designation Corporate Secretary