C04135-2024

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 30, 2023
2. SEC Identification Number
35841
3. BIR Tax Identification No.
000-158-664-000
4. Exact name of issuer as specified in its charter
FILSYN CORPORATION
5. Province, country or other jurisdiction of incorporation
MAKATI CITY
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
UNIT 8 5B PEARLBANK CENTRE, 146 VALERO ST., SALCEDO VILLAGE, MAKATI CITY Postal Code 1227
8. Issuer's telephone number, including area code
(02) 8652-5167
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
CLASS A COMMON 123,747,707
CLASS B COMMON 82,498,474
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.

Filsyn CorporationFYN

PSE Disclosure Form QR-1 - Quasi-Reorganization References: Rules on Quasi-Reorganization
SRC Rule 17 (SEC Form 17-C)

Subject of the Disclosure

EQUITY RESTRUCTURING OF FILSYN CORPORATION
Background/Description of the Disclosure

On 11 November 2021, the Board of Directors and Stockholders approved the financial restructuring project of Filsyn Corporation (“Filsyn”).

On 26 June 2023, the Securities and Exchange Commission (“SEC”) approved Filsyn’s equity restructuring. This will wipe-out the deficit as of 31 December 2021 in the amount of PhP1,862,551,707 against the Additional Paid-in Capital (“APIC”) of PhP2,197,924,318.28 of Filsyn. The remaining APIC of PhP335,372,611.28 cannot be applied for future losses that may be incurred by Filsyn without prior approval of the SEC.

The amount of PhP1,862,551,707 pertains to the deficit of the Parent Company based on its Audited Financial Statements as of December 31, 2021.

Kindly see attached SEC Certificate of Approval of Equity Restructuring which was received by Filsyn on 29 June 2023 at the evening.
Date of Approval by Board of Directors Nov 11, 2021
Date of Approval by Stockholders Nov 11, 2021
Date of Approval by Securities and Exchange Commission Jun 26, 2023
Rationale for quasi-reorganization

To wipe-out the Parent Company's deficit as of 31 December 2021 in the amount of PhP1,862,551,707.
Amount of deficit that will be eliminated (Php 1,862,551,707)

Adjustment(s) on the following

Authorized Capital Stock (ACS)
Type of Security / Stock Symbol Before Capital Restructuring (current) Decrease in ACS Increase in ACS After Capital Restructuring
COMMON A P720,000,000.00 (P648,000,000.00) P148,114,906.00 P220,114,906.00
COMMON B 480,000,000.00 (448,713,249.00) 115,456,502.50 146,743,253.50
PREFERRED 0 16,713,249.00 263,735,069.22 280,448,318.22
Issued Shares
Type of Security / Stock Symbol Before Capital Restructuring (current) Decrease in ACS Increase in ACS After Capital Restructuring
COMMON A 123,747,707 0 0 123,747,707
COMMON B 82,498,474 (33,426,498) 0 49,071,976
PREFERRED 0 33,426,498 0 33,426,498
Outstanding Shares
Type of Security / Stock Symbol Before Capital Restructuring (current) Decrease in ACS Increase in ACS After Capital Restructuring
COMMON A 123,747,707 0 0 123,747,707
COMMON B 82,498,474 (33,426,498) 0 49,071,976
PREFERRED 0 33,426,498 0 33,426,498
Listed Shares
Type of Security / Stock Symbol Before Capital Restructuring (current) Decrease in ACS Increase in ACS After Capital Restructuring
COMMON A 123,747,707 0 0 123,747,707
COMMON B 82,498,474 (33,426,498) 0 49,071,976
PREFERRED 0 0 0 0
Treasury Shares
Type of Security / Stock Symbol Before Capital Restructuring (current) Decrease in ACS Increase in ACS After Capital Restructuring
NA N/A N/A N/A N/A
Par Value
Type of Security / Stock Symbol Before Capital Restructuring (current) Decrease in ACS Increase in ACS After Capital Restructuring
COMMON A P5.00 (P4.50) 0 P0.50
COMMON B 5.00 (4.50) 0 P0.50
PREFERRED 0 0.50 P7.89 P8.39

Movement in the total stockholders' equity account

ACS
Type of Security /Stock Symbol Beginning Balance Entries to record the decrease in ACS Balance after decrease in ACS Entries to record the increase in ACS Balance after increase in ACS
Dr Cr Dr Cr
COMMON A P720,000,000.00 P648,000,000.00 0 P72,000,000.00 0 P148,114,906.00 P220,114,906.00
COMMON B 480,000,000.00 P448,713,249.00 0 31,286,751.00 0 115,456,502.50 146,743,253.50
PREFERRED 0 0 16,713,249.00 16,713,249.00 0 263,735,069.22 280,448,318.22
Issued and Outstanding Shares
Type of Security /Stock Symbol Beginning Balance Entries to record the decrease in ACS Balance after decrease in ACS Entries to record the increase in ACS Balance after increase in ACS
Dr Cr Dr Cr
COMMON A P618,738,535 P556,864,681.50 0 P61,873,853.50 0 0 61,873,853.50
COMMON B 412,492,370 387,956,382.00 0 24,535,988.00 0 0 24,535,988.00
PREFERRED 0 0 16,713,249.00 16,713,249.00 0 263,735,069.22 280,448,318.22
Treasury Shares
Type of Security /Stock Symbol Beginning Balance Entries to record the decrease in ACS Balance after decrease in ACS Entries to record the increase in ACS Balance after increase in ACS
Dr Cr Dr Cr
N/A N/A N/A N/A N/A N/A N/A N/A
Additional Paid-In Capital
Beginning Balance Entries to record the decrease in ACS Balance after decrease in ACS Entries to record the increase in ACS Balance after increase in ACS
Dr Cr Dr Cr
P143,589,745.00 0 P928,107,814.50 P1,071,697,559.50 P 1,862,551,707.00 P1,126,226,758.78 P 335,372,611.50
Deficit
Beginning Balance Entries to record the decrease in ACS Balance after decrease in ACS Entries to record the increase in ACS Balance after increase in ACS
Dr Cr Dr Cr
(P1,862,551,707.00) 0 0 (P1,862,551,707.00) 0 1,862,551,707.00 P0.00
Total Stockholders' Equity
Beginning Balance Entries to record the decrease in ACS Balance after decrease in ACS Entries to record the increase in ACS Balance after increase in ACS
Dr Cr Dr Cr
(P688,863,508.00) 0 0 (P688,863,508.00) 0 P1,389,961,828 P701,098,320.00
Proposed timetable of the quasi-reorganization that includes the following
Expected date of filing the amendments to the Articles of Incorporation with the SEC Nov 11, 2021
Expected date of SEC approval of the Amended Articles of Incorporation Jun 26, 2023

Procedure(s) for updating stock certificates

Details of Stock Transfer Agent
Name BDO UNIBANK, INC.
Address BDO CORPORATE CENTER ORTIGAS, MANDALUYONG CITY
Contact Person OLIVER L. GALVEZ
Inclusive dates when the old stock certificates can be replaced
Start Date Nov 11, 2021
End Date Jun 26, 2023
Documentary requirements
Individual Shareholders

-
Corporate Shareholders

-
Date of availability of new stock certificates TBA
Procedures in case of lost stock certificates

TBA
Other Relevant Information

At the Special Meeting of the Board of Directors of Filsyn Corporation ("the Corporation") duly called and held on 11 November 2021, at least majority of the Board of Directors approved the following resolutions:


A. Decrease in Authorized Capital Stocks and Reclassification or Conversion of 33,426,498 Class B shares into 33,426,498 Preferred Shares
1. Reduction of par value of all common shares from P5.00 per share to P0.50 per share;
2. Decrease the authorized capital stock from P1,200,000,000.00 to P120,000,000.00;
3. Treatment of the capital contributed in excess of the reduced par value as additional paid in capital;
4.Creation of Preferred shares by Reclassification of 33,426,498 Class B common shares into 33,426,498 Preferred shares with special features;
5.Subscription by Malaysia Garments to the 33,426,498 Preferred shares.


B. Increase in Capital Stocks
1. Increase of the Corporation’s authorized capital stock from P120,000,000.00 to P647,306,477.72 consisting of:
a) 440,229,812 Class A Common Shares with par Value of P0.50 per share or an aggregate par value of P220,114,906.00;
b) 293,486,507 Class B Common Shares with par Value of P0.50 per share or an aggregate par value of P146,743,253.50;
c) 33,426,498 Preferred Shares with a par value of P8.39 per share or an aggregate par value of P280,448,318.22.
2. Subscription of Malaysia Garments Manufacturers (Pte) Ltd. (Malaysia Garments) to increase in par value of the 33,426,498 Preferred Shares amounting to P263,735,069.22.
3. Conversion of debt owed to Malaysia Garments by the Corporation amounting to P1,389,961,828 to equity as payment for the 33,426,498 Preferred Shares with excess of the debt over the par value of preferred shares recorded as Additional Paid in Capital.


C. Use of Additional Paid in Capital (APIC) to Wipe Out Deficit
1. Use of the APIC in the amount of P2,197,924,318.28 resulting from a) existing APIC, b) decrease in capital through reduction of par value and c) conversion of debt to Malaysia Garments, to wipe all the accumulated deficit of the Corporation.


D. Filing of the Amended Articles of Incorporation (AOI) of the Corporation and other documentary requirements with the Securities and Exchange Commission (SEC).


On March 29, 2023, the Corporation completed all the aforementioned documents required by the SEC.

On 26 June 2023, the SEC approved the Corporation’s Decrease/Increase in Authorized Capital Stock, Amendments to the AOI and Equity Restructuring.
Filed on behalf by:
Name Apolinario Posio
Designation Chief Financial Officer