United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
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): June 23,
2010
PC GROUP,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation)
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0-12991
(Commission
File Number)
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11-2239561
(IRS
Employer
Identification
Number)
|
|
419 Park Avenue South,
Suite 500, New York, New York
(Address
of principal executive offices)
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10016
(Zip
Code)
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Registrant’s
telephone number, including area code: (212)
687-3260
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:
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.07 Submission of
Matters to a Vote of Security Holders.
At the
Annual Meeting of Stockholders of PC Group, Inc. (the “Company”) held on June
23, 2010, three proposals were submitted to the stockholders. Each
proposal is described in more detail in the Company’s definitive proxy statement
filed with the Securities and Exchange Commission on May 24,
2010. Each of the proposals was approved and adopted by the requisite
vote of stockholders and, accordingly (i) each of the seven nominees of the
Board of Directors have been duly elected as directors of the Company to serve
until the next Annual Meeting of Stockholders and until their successors are
duly elected and qualified, (ii) an amendment to the Company’s Certificate of
Incorporation to effect a reverse stock split at the discretion of the Board of
Directors has been authorized, and (iii) the appointment of BDO Seidman, LLP as
the Company’s independent registered public accountants for the year ending
December 31, 2010 has been ratified. The voting results for each
proposal are set forth below.
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Voted
For
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Withheld
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Broker
Non-Votes
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||||||||||||||
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Proposal
1 – To elect seven members to serve on the Board of Directors until the
next annual meeting of stockholders and until their successors are duly
elected and qualified
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||||||||||||||||
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Warren
B. Kanders
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3,686,570 | 67,674 | 2,180,800 | |||||||||||||
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Peter
A. Asch
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3,686,570 | 67,674 | 2,180,800 | |||||||||||||
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Stephen
M. Brecher
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3,686,470 | 67,774 | 2,180,800 | |||||||||||||
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Burtt
R. Ehrlich
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3,686,570 | 67,674 | 2,180,800 | |||||||||||||
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Stuart
P. Greenspon
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3,686,110 | 68,134 | 2,180,800 | |||||||||||||
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W.
Gray Hudkins
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3,686,110 | 68,134 | 2,180,800 | |||||||||||||
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David
S. Hershberg
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3,686,010 | 68,234 | 2,180,800 | |||||||||||||
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Voted
For
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Voted
Against
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Abstained
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Broker
Non-Votes
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|||||||||||||
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Proposal
2 – To authorize an amendment to the Company’s Certificate of
Incorporation to effect a reverse stock split at the discretion of the
Board of Directors
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5,604,134 | 321,128 | 9,782 | -- | ||||||||||||
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||||||||||||||||
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Proposal
3 – To ratify the appointment of BDO Seidman, LLP as the Company’s
independent registered public accounting firm for the year ending
December 31, 2010
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5,626,227 | 307,636 | 1,181 | -- | ||||||||||||
Item 8.01 Other
Events.
At the
Annual Meeting of Stockholders of the Company held on June 23, 2010,
stockholders approved an amendment to the Company’s Certificate of Incorporation
to effect a reverse stock split at the discretion of the Board of Directors at
any time within the next two years. The Board of Directors has not
effected a reverse stock split at this time because the Board deems such an
action at this time not to be in the best interests of the Company’s
stockholders. The Company believes that Nasdaq could issue a final determination
to delist and suspend trading on the Nasdaq Capital Market of the Company’s
common stock as early as July 19, 2010, the deadline previously given to the
Company by Nasdaq to regain compliance with Nasdaq’s $1.00 per share minimum bid
price requirement.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, hereunto duly
authorized.
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Date: June
29, 2010
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PC
Group, Inc.
By:
/s/ Kathleen P.
Bloch
Kathleen P. Bloch, Vice
President,
Chief
Operating Officer and Chief
Financial
Officer
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