UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

Earliest Event Date requiring this Report:    June 8, 2016
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CAPSTONE COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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FLORIDA
000-28331
84-1047159
(State of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

350 Jim Moran Blvd.
Suite 120
Deerfield Beach, Florida 33442
(Address of principal executive offices)

(954) 570-8889
(Registrant's telephone number, including area code)



 
5.03           Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Amendment to Articles of Incorporation . On June 8, 2016, the Capstone Companies, Inc., a Florida corporation and the registrant, ("Company") filed an amendment to its Amended and Restated Articles of Incorporation ("Amendment") with the Secretary of State of the State of Florida, which amendment is attached hereto as Exhibit 3.1 to this Report.  The Amendment was approved by Company shareholders on May 24, 2016 and the Amendment provide for: (1) a 1-for-15 reverse stock split ("Reverse Stock Split") of the Company's Common Stock, $0.0001 par value per share, ("Common Stock") and (2) amending Article VI of the Amended and Restated Articles of Incorporation to allow the Company board of directors to change certain provisions of the Amended and Restated Articles of Incorporation in the future, to the limited extent allowed under Florida law and without shareholder approval or consent.

Effectiveness.   The Reverse Stock Split will not be effective in the marketplace for the Common Stock until approved by the Financial Industry Regulatory Authority or "FINRA."  The Company filed for FINRA approval of the Reverse Stock Split on June 1, 2016, which application is pending FINRA review and approval as of the date of this Report.  The Company mailed the Information Statement for the Amendment to Common Stock shareholders on June 6, 2017 and, as such, the Amendment will be effective for federal law purposes as of June 27, 2016.  Subject to FINRA approval, the Reverse Stock Split is anticipated to be effective for the Common Stock's marketplace on or about July 22, 2016, or such other date allowed by FINRA.

Item 9.01 — Financial Statements and Exhibits

(c) Exhibits:

Exhibit Number
Description of Exhibit
3.1
Amendment to Amendment and Restated Articles of Incorporation of Capstone Companies, Inc., dated June 7, 2016. 

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.

CAPSTONE COMPANIES, INC.

Date:   June 8, 2016


By: /s/ James McClinton
James McClinton, Chief Financial Officer
 
 

Exhibit 3.1

ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
CAPSTONE COMPANIES, INC., A Florida Corporation


Pursuant to Section 607.1006 of the Florida Business Corporation Act, Capstone Companies, Inc., a Florida corporation (the "Corporation"), hereby amends ("Articles of Amendment") its amended and restated Articles of Incorporation ("Articles"), as follows and certifies that:


1. Article IV, Section 1 of the Articles is hereby amended and hereafter restated in its entirety by the following:

Article IV: AUTHORIZED SHARES
Section 1. Authorized Shares

1.1.              Authorized Shares.  The maximum number of shares which the Corporation is authorized to issue is 60,000,000 shares, of which 56,666,667 shares shall be Common Stock, par value $0.0001 per share (the "Common Stock"), and 3,333,333 shares of Preferred Stock (the "Preferred Stock").

1.2.              Reverse Stock Split.  Effective 9:00 a.m. Eastern Time, on July 22, 2016, ("Effective Date") each fifteen (15) shares of Common Stock of the Company ("Old Common Stock") issued and outstanding shall be automatically combined, reclassified and exchanged into one (1) share of Common Stock of the Company ("New Common Stock"), without changing the par value of the shares of the Common Stock of the Company (the "Reverse Split").

1.3.              No Fractional Shares. No fractional shares of New Common Stock will result from or be issued in connection with the Reverse Split and the number of shares to be received by a stockholder shall be rounded up to the nearest whole number of shares in the event that such stockholder would otherwise be entitled to receive a fractional shares as a result of the Reverse Split.

1.4.              Each stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of shares of the New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been combined, exchanged and reclassified; provided, however that each holder of record of a stock certificate that represented the number of shares of Old Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been combined, exchanged and reclassified.

2.  Article VI is hereby amended and hereafter restated in its entirety as follows:

Article VI: Except as otherwise specifically provided in these Articles of Incorporation, this Corporation reserves that right to amend or repeal any provision contained in these Articles of Incorporation in the manner prescribed by the laws of the State of Florida.

The remainder of the Amended and Restated Articles of Incorporation, as amended, shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the undersigned, the Chief Executive Officer and Chairman of the Board of Directors of the Company, has executed these Articles of Amendment on this 7th day of June 2016.

CAPSTONE COMPANIES, INC.



By: ____________________________________________
       Stewart Wallach, Chief Executive Officer and Chairman of the Board of Directors

Dated: June 07, 2016