1
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: August 22, 2003
Silver Screen Studios, Inc.
(Exact name of registrant as specified in its Charter)
Georgia Initial Filing
20-0097368
(State of Incorporation) (Commission file number) (IRS
Employer ID #)
101 Marietta St., Suite 1070, Atlanta, GA 30303
(Address of principal executive office) (Zip
Code)
Registrant's telephone number (404) 522-1202
Group Management Corp.
(Former name or former address, if changed since last filing)
ITEM 5: OTHER EVENTS
Plan of merger between Group Management Corp., a Delaware
corporation, ("GPMT"), Silver Screen Studios, Inc. ("SSS"), a
Georgia corporation, and SSSG Acquisition Corp., ("SSSG"), a
Georgia corporation.
On August 22, 2003, Group Management Corp, a Delaware corporation
("GPMT") announced that it has formed a new public holding
company, Silver Screen Studios, Inc. (the "Registrant") and
completed a holding company reorganization in accordance with
DGCL 253 and OCGA 14-2-1104 of the Georgia Business
Corporation Act.
The holding company organizational structure was effected as of
5:00 p.m. Eastern Standard Time on August 22, 2003 pursuant to a
Plan of Merger dated as of August 22, 2003 (the "Plan of
Merger"), by and among Silver Screen Studios, Inc. (as successor
to the Registrant), GPMT and SSSG Acquisition Corp., a Georgia
corporation and a wholly owned subsidiary of Registrant ("Merger
Sub"). The Plan of Merger provided for the merger (the "Merger")
of Merger Sub with and into GPMT, with GPMT as the surviving
corporation and changing its name to "SSSG Acquisition Corp."
Pursuant to Section DGCL 253 and OCGA 14-2-1104 of the Georgia
Business Corporation Act shareholder approval was not required
for the Merger. As a result of the Merger, SSSG is now a wholly
owned subsidiary of the Registrant. The Plan of Merger is being
filed as Exhibit 2.1 to GPMT's Current Report on Form 8-K to be
filed on August 25, 2003, which is incorporated herein by
reference.
By virtue of the Merger, each share of GPMT's outstanding common
stock was converted, on a share for share basis, into a share of
common stock of the Registrant. As a result, each shareholder of
GPMT became the owner of an identical number of shares of common
stock of the Registrant. Additionally, each outstanding option to
purchase shares of GPMT's common stock was automatically
converted into an option to purchase, upon the same terms and
conditions, an identical number of shares of the Registrant's
common stock.
Pursuant to 3(a)(9) of the 1933 Securities and Exchange Act,
and Rule 145 the conversion of shares are exempt from
registration.
The conversion of shares of capital stock in the Merger occurred
without an exchange of certificates. Accordingly, certificates
formerly representing shares of outstanding capital stock of GPMT
are deemed to represent the same number of shares of capital
stock in the Registrant. The Registrant's common stock will be
listed under the Registrant's name on The OTC Bulletin Board
Stock Market under the symbol "GPMT"., until a new symbol is
assigned.
Pursuant to the DGCL 253 and OCGA 14-2-1104 , the provisions
of the articles of incorporation and bylaws of the Registrant are
consistent with those of GPMT prior to the Merger. The authorized
capital stock of the Registrant, the designations, rights, powers
and preferences of such capital stock and the qualifications,
limitations and restrictions thereof are also consistent with
those of GPMT's capital stock immediately prior to the Merger.
The directors and executive officers of Registrant are the same
individuals who were directors and executive officers,
respectively, of GPMT immediately prior to the Merger. The
holding company reorganization is tax free to shareholders. The
articles of incorporation and bylaws of the Registrant will be
filed herewith as Exhibits 3.1 and 3.2 to this Form 8-K. In
connection with the Merger, GPMT assigned to Registrant all of
GPMT's rights, and Registrant assumed all of GPMT's assets, The
Registrant is not also assuming GPMT's obligations under certain
existing unsecured convertible notes of GPMT. The unsecured
convertible notes are and will remain the obligation of GPMT, and
pursuant to Rule 414 of Regulation C, whose liability will be
indirectly owned by SSS. Such unsecured notes are listed in the
Plan of Merger filed as Exhibit 2.1 to GPMT's Current Report on
Form 8-K filed on August 25, 2003 and incorporated herein by
reference.
Upon consummation of the Merger, the Registrant's common stock
was deemed to be registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a)
promulgated thereunder. For purposes of Rule 12g-3(a), the
Registrant is the successor issuer to GPMT.
Whereas the merger shall have an effective date of August 22,
2003, at 5:00 p.m. and upon the filing of the articles of merger
with the secretary of state of Georgia.
/s/ Lamar Sinkfield
_____________________________
Lamar Sinkfield
/s/ Lamar Sinkfield
_____________________________
Group Management Corp.
/s/ Lamar Sinkfield
_____________________________
SSSG Acquisition Corp.
/s/ Lamar Sinkfield
_______________________________
Silver Screen Studio, Inc.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has caused this report
to be signed by the Chief Executive Officer.
Silver Screen Studios, Inc.
/s/ Lamar Sinkfield
---------------------------------------
Lamar Sinkfield, Chief Executive Officer
Exhibit 2.1
Alpha Capital Aktiengesellschaft
Pradafant 7
9490 Furstentums
Vaduz, Liechtenstein
Amro International, S. A..
C/o Ultra Finanz
Grossmuensterplatz 6
Zurich, Switzerland CH 8022
Markham Holdings, LTD
C/o David Hassan
50 Town Range
PO Box 472
Gilbraltar
Stonestreet Limited Partnership
C/o Michael Finkelstein
260 Town Centre
Suite 201
Markham, ON L3R 8H8