UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 8, 2007
PPOL,INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 000-50065 95-4436774
State or other jurisdiction (Commission (I.R.S. Employer
of organization) File Number) Identification Number)
1 City Boulevard West, Suite 820 92868
Orange, California (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (714) 937-3211
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
On February 16, 2007, the board of directors (the "Board") of PPOL, Inc. (the
"Company") unanimously voted to authorize the spin-off of all of its shares of
AJOL Co., Ltd. ("AJOL"), the Company's wholly-owned subsidiary, to the Company's
shareholders. The Company will distribute the AJOL shares, pro rata, among the
Company's shareholder's as of a record date to be determined by the Board. PPOL
shareholders will receive cash in lieu of fractionalized shares for amounts of
less than one (1) AJOL share, at such fair market value as the Board shall
determine as of the record date.
Following the spin-off, the Company will be divested of AJOL, which will become
a stand-alone Japanese company owned directly by the Company's shareholders, pro
rata. Following the spin-off, the Company intends to remain in existence as a
United States public reporting shell company, and will seek, if available,
appropriate business opportunities, combinations and transactions. The spin-off,
together with the one (1) for one hundred (100) reverse stock split (discussed
below), will allow AJOL to obtain foreign private issuer status in the United
States and seek suspension of any Securities and Exchange Commission reporting
obligations to which it may be subject following the spin-off.
The Board believes the spin-off of AJOL is appropriate given the fact that
AJOL's business is conducted exclusively in Japan, that there is relatively
little or no interest in the Company and its common stock in the United States,
that currently a majority of the Company's shareholders reside in Japan, and
that following the one (1) for one hundred (100) reverse stock split (discussed
below), a substantial majority of the Company's shareholders will reside in
Japan. The Board also believes that the spin-off will provide shareholders with
a greater opportunity to maximize the value of their shares in the Company.
The spin-off was approved by the written consents of the holders of a majority
of the outstanding shares of common stock of the Company, dated March 8, 2007.
On February 16, 2007, the Board also unanimously voted to authorize a one (1)
for one hundred (100) reverse stock split (the "Reverse Split") of the Company's
presently issued and outstanding shares of common stock, and to provide for the
payment of cash in lieu of fractionalized shares otherwise issuable in
connection with the Reverse Split. The Board believes that the Reverse Split in
the best interests of the shareholders inasmuch as the Reverse Split would
provide shareholders owning less than one hundred (100) shares of common stock
of the Company (the "Odd-Lot Holders") the benefit of liquidating their
relatively small odd-lot holdings for market value without brokers' commissions.
The Board believes that this would be particularly beneficial to the Odd-Lot
Holders given the limited market for and trading in the Company's common stock.
The Odd-Lot Holders own less than one percent (1%) of the Company's outstanding
common stock. The Reverse Split will allow the Company to purchase and acquire
the common stock of approximately 1,088 holders of record of the Company, all of
whom reside in the United States and each of whom owns less than one hundred
(100) shares of common stock in the Company. The Reverse Split will also save
the Company administrative and related costs of sending proxy statements, annual
reports, quarterly reports and other communications to the Company's affected
shareholders. The Company also believes that the Reverse Split will facilitate
and allow for the benefits of the spin-off discussed above.
Attached as Exhibit 3.3 to this Current Report on Form 8-K is a copy of the
Company's Certificate of Amendment of Articles of Incorporation, effectuating
the Reverse Split.
Finally, on February 16, 2007, the Board unanimously voted to authorize an
amendment to the Company's By-laws to provide for certificateless/electronic
book entry ownership of stock in the Company, such that the Company will not
issue stock certificates to evidence the ownership thereof, but that information
sufficient to identify ownership in the Company will be entered in electronic
form in the books of the Company maintained by its transfer agent. The Company
will adopt a system of issuance, recordation and transfer of its shares by
electronic or other means not involving any issuance of certificates. The
conversion to certificateless ownership will be facilitated by the Company's
stock transfer agent, U.S. Stock Transfer Corporation.
Attached as Exhibit 3.4 to this Current Report on Form 8-K is a copy of the
Company's Amendment to By-laws, effectuating certificateless ownership in the
Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
3.3 Certificate of Amendment of Articles of Incorporation
3.4 Amendment to By-laws
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 8, 2007
PPOL, Inc.
By: /S/ Richard H. Izumi
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Richard H. Izumi
Chief Financial Officer and Secretary