C06241-2018

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)
Sep 18, 2018
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
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
c/o MANILA HARBOR CENTRE, R-10, VITAS, TONDO, MANILA Postal Code 1013
8. Issuer's telephone number, including area code
(632) 637-8851
9. Former name or former address, if changed since last report
NA
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 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 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

Amendments to the Articles of Incorporation
Background/Description of the Disclosure

On 26 October 2017, the Board approved 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, without any resulting increase in the authorized capital stock of the company but with a decrease in the number of issued and outstanding shares of the Company
(e) Amendment to the Seventh Article increasing of the Authorized Capital Stock of the Company from Php200 million to up to Php5 billion, such increase to be implemented in one or more tranches
(f) 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

In view thereof, the Board of Directors, in its meeting held on 18 September 2018, resolved to approve the implementation the first tranche of the increase in the authorized capital stock of the Company from Php200 million divided in to 40 billion common shares with par value of Php0.005 per share to up to Php700 million divided into 140 billion shares with par value of Php0.005 per share.

The first tranche of the increase in the authorized capital stock shall be implemented together with the following amendments which were also approved on October 26, 2017 by the Board of Directors and at least two-thirds of stockholders of the Corporation:

i. Amendment of the Title and First Article to change the name of the Corporation from Pacifica, Inc. to Pacifica Holdings, Inc.;
ii. Amendment of the Second Article to: (a) change the primary purpose of the Corporation to reflect that of a holding company, (b) to include the power to guarantee as among the Corporation’s secondary purposes, and (c) to align such secondary purposes to the business of the Corporation as a holding company; and
iii. Amendment of the Third Article to change the principal address of the Corporation from Manila to China Bank Corporate Center, Lot 2, Samar Loop corner Road 5, Cebu Business Park, Brgy. Mabolo, Cebu City.

Considering that the provisions of the proposed new Eleventh Article are currently reflected in the Seventh Article of the Company's Articles of Incorporation, the amendment to the Articles of Incorporation to reflect said provision as the new eleventh article will be carried out together with the implementation of subsequent tranche(s) of increase in the authorized capital stock at a later date, as may be determined by the Board.

The Board of Directors likewise resolved to direct the proper officers of the Corporation to execute such documents and do and perform such further acts and deeds as may be necessary or appropriate to have the aforesaid amendments to the Articles of Incorporation of the Corporation approved by the Securities and Exchange Commission.
Date of Approval by
Board of Directors		 Oct 26, 2017
Date of Approval by Stockholders Oct 26, 2017
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 TBA
Date of Receipt of SEC approval TBA
Amendment(s)
Article No. From To
First Pacifica, Inc. Pacifica Holdings, Inc.
Second Existing provisions (i) Change the primary purpose of the Company to reflect that of a holding company; (ii) include the power to guarantee as among the Company’s secondary purposes, and (iii) align such secondary purposes to the business of the Company as a holding company. (Please see attached)
Third Manila China Bank Corporate Center, Lot 2, Samar Loop corner Road 5, Cebu Business Park, Brgy. Mabolo, Cebu City
Seventh The authorized capital stock of the Company is Php200 million divided into 40 billion unclassified common shares with par value of Php0.005 per share The authorized capital stock of the Company is Php700 million divided into 140 billion shares with par value of Php0.005 per share.
Rationale for the amendment(s)

To facilitate the conversion of the Company into a holding company and to enable the Company to enable to carry out further equity fund raising and strengthen its capital base.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC TBA
Expected date of SEC approval of the Amended Articles of Incorporation TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The amendments will allow greater flexibility in pursuing investment opportunities. The first tranche of the amendments to the Seventh Article will increase the authorized capital stock of the Company from Php200 million divided in to 40 billion common shares with par value of Php0.005 per share to up to Php700 million divided into 140 billion shares with par value of Php0.005 per share.
Other Relevant Information

On 26 October 2017, the Board of Directors and stockholders of the Company approved the 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 (whether new or existing, including related parties) 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.
Filed on behalf by:
Name Rose Ann Joy Gonzales
Designation Alternate Corporate Information Officer