Attached files
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| 8-K - FORM 8-K - Writ Media Group, Inc. | writersgroup_8k.htm |
| EX-5.07-3 - INFORMATION STATEMENT FOR SPIN-OFFS - Writ Media Group, Inc. | writersgroup_ex5073.htm |
| EX-5.07-2 - MAJORITY SHAREHOLDERS' CONSENT - Writ Media Group, Inc. | writersgroup_ex5072.htm |
EXHIBIT 5.07-1
WRITERS’ GROUP FILM CORP.
WRITTEN CONSENT TO ACTION WITHOUT MEETING
OF WRITERS’ GROUP FILM CORP.
Pursuant to Article 3 section 7 of the Bylaws and 8 Del. C. sec 141 the following action is taken and approved by the Board of Directors of Writers’ Group Film Corp. by unanimous written consent as if a meeting had been properly called and held and all the directors were present at the meeting and voted in favor of such action:
WHEREAS, the Company wishes to avoid any excess inflation or deflation of the price of its shares of its Common Stock; and
WHEREAS, the Company believes that a reverse split of the Company’s shares of Common Stock is the best way to achieve that aim; and
WHEREAS, the total number of shares of Common Stock the Company currently has issued and outstanding, as of January 11, 2011, is 130,519,822; and
WHEREAS, a 1 for 1,000 reverse split of its shares of Common Stock would result in approximately 130,520 total shares of Common Stock issued and outstanding; and
WHEREAS, the Company has three wholly-owned subsidiaries: WRITERS’ ASSISTANTS MOVIE, INC., HIS NAME IS NOAH MOVIE, INC., and FOREVER MAN MOVIE, INC., each of which is responsible for its own respective entertainment project; and
WHEREAS, it is desirable for the Company’s three subsidiaries to pursue their respective entertainment projects independently of the Company, in order to more effectively raise investment capital to finance such respective entertainment projects; now, therefore, be it
RESOLVED, that the Company authorize and enact the following two corporate actions:
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1.)
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A transfer of all shares held by the Company of its three subsidiaries to shareholders of the Company’s common stock, on a pro rata basis (the “Spin-Offs”), and
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2.)
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a 1 for 1,000 reverse split of the Company’s shares of Common Stock (the “Reverse Stock Split”); and be it further
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RESOLVED, that the record date and time of the Spin-Offs be Monday, January 24, 2011 at 6:00 p.m. PST; and be it further
RESOLVED, that the effective date and time of the Spin-Offs be Tuesday, January 25, 2011 at 5:00 a.m. PST; and be it further
RESOLVED, that the payable date of the Spin-Offs be Friday, January 28, 2011; and be it further
RESOLVED, that the Spin-Offs shall be conducted pursuant to U.S. Securities and Exchange Commission Staff Legal Bulletin No. 4, and as a result the shares issued in each respective spin-off will not be registered with the Commission, except that such shares will be registered with the Commission prior to any attempt by any of the three former subsidiaries to create a public market in its respective shares transferred through the Spin-Offs; and be it further
RESOLVED, that the record date and time of the Reverse Stock Split be Tuesday, January 25, 2011 at 6:00 p.m. PST; and be it further
RESOLVED, that both the effective date and time, and payable date and time, of the Reverse Stock Split be Wednesday, January 26, 2011 at 5:00 a.m. PST; and be it further
RESOLVED, that if, as a result of the Reverse Stock Split, any shareholder holds a non-whole number of shares, that the shareholder be issued an additional fraction of a share sufficient to increase the number of shares held by the shareholder to the next whole number of shares; and be it further
RESOLVED, that the Company’s secretary send a conformed copy of this resolution to the Company’s transfer agent, Signature Stock Transfer, Inc.; and be it further
RESOLVED, that neither the Spin-Offs nor the Reverse Stock Split will not in any way affect the stated par value or number of authorized shares or in any other way change, alter or otherwise amend the Company’s Certificate of Incorporation in the state of Delaware, and that therefore, pursuant to sec 242 and 244 of the General Corporation Law of Delaware (8 Del code 242, 244 [GCLD]), no amendment to the Certificate of Incorporation is required; and be it further
RESOLVED, that the directors of this Company are empowered and directed, in the name of and on behalf of the Company, to execute and sign this Resolution; and the officers and directors of the Company are empowered and directed in the name and on behalf of the Company to execute and deliver all documents, to make all payments, and to perform and otherwise act as necessary to carry out the purposes and intent of this Resolution, and all such acts and doings of the officers of the Company consistent with the purpose of this Resolution are hereby authorized, approved, ratified and confirmed in all respects.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREFORE, the undersigned, being the Directors of Writers’ Group Film Corp., hereby signs this consent on January 13, 2011.
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/s/ Tal L. Kapelner
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Director: Tal L. Kapelner
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| /s/ Ariella Kapelner | |
| Director: Ariella Kapelner | |
| /s/ Glenn M. Benest | |
| Director: Glenn M. Benest |
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