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): March 3, 2015

NEW JERSEY RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)

 
 
 
 
 
New Jersey
(State or other jurisdiction
of incorporation)
 
1-8359
(Commission
File Number)
 
22-2376465
(IRS Employer
Identification No.)
 
 
 
 
 
1415 Wyckoff Road
 Wall, New Jersey
 
07719
(Address of principal executive offices)
 
(Zip Code)

(732) 938-1480
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2 below):
[ ]
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.

On January 20, 2015, the Board of Directors (the “Board”) of New Jersey Resources Corporation (the “Company”) approved an amendment to the first paragraph of Article 4 of the Company's Articles of Incorporation increasing the number of authorized shares of common stock from 75,000,000 to 150,000,000 and the aggregate amount of shares authorized to be issued by the Company from 75,400,000 to 150,400,000, effective March 3, 2015. The amendment was approved by the Board without shareholder action pursuant to New Jersey Business Corporation Act Section 14A:7-15.1(3) in connection with the Company’s two-for-one common stock split.

Attached hereto as Exhibit 3.1 is the Certificate of Amendment of the Articles of Incorporation of the Company.

Item 9.01. Financial Statements and Exhibits

 
(a)
Financial statements of businesses acquired:
Not applicable.
 
 
 
 
 
(b)
Pro forma financial information:
Not applicable.
 
 
 
 
 
(c)
Exhibits:
 

 
Exhibit
Number
Description
 
 
 
 
 
 
3.1
Certificate of Amendment of New Jersey Resources Corporation dated as of January 26, 2015.











SIGNATURE

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.


 
NEW JERSEY RESOURCES CORPORATION
Date: March 3, 2015
 
 
By: /s/ Glenn C. Lockwood
 
Glenn C. Lockwood
Executive Vice President and
Chief Financial Officer









EXHIBIT INDEX


Exhibit
Number
Description
 
3.1
Certificate of Amendment of New Jersey Resources Corporation dated as of January 26, 2015.
























Exhibit 3.1

CERTIFICATE OF AMENDMENT
TO THE RESTATED CERTIFICATE OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES

OF

NEW JERSEY RESOURCES CORPORATION
 
Pursuant to Section 14A:7-15.1(3) of the
New Jersey Business Corporation Act
 
NEW JERSEY RESOURCES CORPORATION , a New Jersey corporation (hereinafter called the “Corporation”), does hereby certify:

1.      The name of the corporation is NEW JERSEY RESOURCES CORPORATION.

2.      The Board of Directors of the Corporation, at a meeting duly convened and held on January 20, 2015, at which a quorum was present and acting throughout, did approve and authorize a share dividend of one additional share of the Corporation’s Common Stock, par value $2.50 per share (the “Common Stock”), on each issued and outstanding share of the Corporation’s Common Stock (the “Share Dividend”).

3.      The amendment to the Corporation’s Restated Certificate of Incorporation in connection with the Share Dividend will not adversely affect the rights or preferences of the holders of outstanding shares of any class or series and will not result in the percentage of authorized shares that remains unissued after the Share Dividend exceeding the percentage of authorized shares that was unissued before the Share Dividend.

4.      Pursuant to Section 14A:7-15.1(3) of the New Jersey Business Corporation Act, the amendment was not subject to shareholder approval therefore there were no shares voted for or against it.

5.      The first paragraph of Article 4 of the Restated Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

“4.      The aggregate number of shares which the Corporation shall have authority to issue is 150,400,000, of which 150,000,000 shares shall be designated as Common Stock of the par value of $2.50 per share and 400,000 shares shall be designated as Preferred Stock of the par value of $100 per share.”

6.      The foregoing amendment shall be effective on and as of March 3, 2015.



Exhibit 3.1

IN WITNESS WHEREOF, New Jersey Resources Corporation has caused this Certificate of Amendment to be signed by its Chairman of the Board, President and Chief Executive Officer, Laurence M. Downes, and attested by its Corporate Secretary, Rhonda M. Figueroa, this 26th day of January 2015.

NEW JERSEY RESOURCES CORPORATION


By:      /s/ Laurence M. Downes
Laurence M. Downes
Chairman of the Board, President and Chief
Executive Officer

ATTEST:


By:      /s/ Rhonda M. Figueroa
Rhonda M. Figueroa
Corporate Secretary