lonepineholdings8-k.htm
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): February 11, 2009 (January
29, 2009)
Lone
Pine Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Nevada 000-25909 86-0931332
(State or Other
Jurisdiction (Commission
File (I.R.S.
Employer
of
Incorporation) Number)
Identification No.)
Lone
Pine Holdings, Inc
4/95
Salmon Street, Port Melbourne, Victoria
Australia,
3207
(Address
of principal executive offices)
011 61 3
8645 4340
(Registrant’s
telephone number, including area code)
Australian
Forest Industries
(Former
name and address of principal executive offices,
if
changed since last report)
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))
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Item
5.03
|
Amendments
to Articles of Incorporation; Change in Fiscal
Year
|
Effective
January 29, 2009, we amended our Articles of Incorporation to decrease the
number of authorized shares of capital stock from 305,000,000 to
150,000,000. Prior to the amendment, our Articles of Incorporation
authorized 300,000,000 shares of common stock, and after the amendment, our
Articles of Incorporation authorize 145,000,000 shares of common stock. Our
Articles of Incorporation prior to the amendment and after the amendment both
authorize 5,000,000 shares of preferred stock.
Although
this amendment by itself would reduce the number of authorized and unissued
shares of common stock, when coupled with the reverse stock split described
below, the number of authorized and unissued shares of common stock will
increase from 14.1% prior to the amendment to 98.2% after the
amendment. In addition to allowing us to issue shares of capital
stock to a potential merger candidate, we believe that the proposed change in
the authorized number of shares of our common stock more accurately represents,
and is more in line with, a realistic capital structure for a company of our
size.
The
amendment to our Articles of Incorporation effective on January 29, 2009 also
changed our name from “Australian Forest Industries” to “Lone Pine Holdings,
Inc.” Our management believes that the name change will disassociate
us with our former business of operating a saw mill in Australia. As
we have yet to identify a merger candidate or a field of business in which we
would like such a merger candidate to be involved, our management believes that
a non-descript name like Lone Pine Holdings, Inc. is a good choice for our
Company and makes us a more attractive merger candidate.
The
relative rights and limitations of the shares of common stock remain unchanged
by the amendment to our Articles of Incorporation. We described the
amendment to our Articles of Incorporation to our shareholders in an Information
Statement on Schedule 14C that we filed with the U.S. Securities and Exchange
Commission and mailed to our shareholders.
On January 29, 2009, we enacted a
reverse-stock split so that for every one hundred shares of our common stock
outstanding on the record date, our shareholders received one share of our
common stock (the "Reverse
Stock Split"). Any fractional share of our common stock that would have
existed as a result of the Reverse Stock Split was rounded up to a whole
share. Every one hundred shares of common stock issued and
outstanding immediately prior to the record date will be reclassified as, and
changed into, one share of common stock.
The
principal effect of the Reverse Stock Split will be to decrease the number of
outstanding shares of common stock. At the time of the record date, we had
257,600,680 shares outstanding, which number was reduced to approximately
2,576,068 as a result of the Reverse Stock Split. The respective relative voting
rights and other rights that accompany the common stock were not altered by the
Reverse Stock Split, and the common stock will continue to have a par value of
$0.001 per share. Although the consummation of the Reverse Stock Split will not
alter the number of our authorized shares of common stock, our authorized share
capital was changed by the amendment to our Articles of Incorporation described
above in Item 5.03.
Management
undertook the Reverse Stock Split in an attempt to make us a more attractive
merger candidate. Management believes that the number of shares outstanding was
too large in comparison to the number of authorized shares to compensate any one
individual or group bringing a new business venture or opportunity to
us.
You may
surrender your current certificates to our stock transfer agent in exchange for
the issuance of new certificates reflecting the Reverse Stock Split. Commencing
on the record date, each certificate representing pre-Reverse Stock Split shares
of common stock are deemed for all purposes to evidence ownership of
post-Reverse Stock Split shares of common stock, as the case may be. No
fractional shares of common stock will be issued, and, in lieu thereof, a whole
share will be issued to any shareholders entitled to a fraction of a share of
common stock.
In
connection with our name change and the reverse stock split, the symbol for our
shares of common stock quoted on the Over-the-Counter Bulletin Board of the
Financial Industry Regulatory Authority changed from “AUFI” to “LPNI” effective
February 11, 2009. Also in addition with the name change and
the stock split, the CUSIP number of our common stock has changed to “542223
10”.
|
Item
9.01
|
Financial
Statement and Exhibits
|
|
Exhibit
3.1
|
Certificate
of Amendment to Articles of
Incorporation
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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.
Lone Pine
Holdings, Inc.
Date: February
11, 2009
By: /s/
Colin
Baird
Name: Colin
Baird
Title: Chief
Executive Officer