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): December 16, 2009
Synthesis Energy Systems, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33522 | 20-2110031 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
Three Riverway, Suite 300
Houston, Texas |
77056 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 579-0600
| (Former name or former address 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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 16, 2009, at the annual meeting of the stockholders of Synthesis Energy Systems, Inc. (the “Company”), among other things, an amendment (the “Amendment”) to the Company’s Certificate of Incorporation (the “Certificate”) was approved to increase the authorized number of shares of common stock of the Company (the “Common Stock”) from 100,000,000 to 200,000,000, effective upon filing of a Certificate of Amendment with the Secretary of State for the State of Delaware, which was filed on the same day. The foregoing summary is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 3.1 hereto and incorporated by reference herein in its entirety.
Item 8.01 Other Events
On December 16, 2009, the Company held its annual meeting of the stockholders and the following proposals were approved: (i) the election of Lorenzo Lamadrid, Robert Rigdon, Donald Bunnell, Michael Storey, Denis Slavich and Harry Rubin to the Company’s board of directors for a one-year term or until their successors are duly elected and qualified; (ii) as described in Item 5.03 above, an amendment to the Certificate to increase the number of authorized shares of the Common Stock; and (iii) the ratification of the appointment of PricewaterhouseCoopers, independent registered public accounting firm, to audit the Company’s consolidated financial statements for the fiscal year ending June 30, 2010. A proposal to amend the Certificate to authorize a class of preferred stock was not approved. The complete voting results from the annual meeting will be included in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2009.
Item 9.01 Financial Statements and Exhibits
| (a) |
Financial Statements of business acquired
|
None.
| (b) |
Pro Forma
Financial Information
|
None.
| (c) |
Shell Company Transactions
|
None.
| (d) |
Exhibits
|
| 3.1 |
Certificate of Amendment to the Certificate of Incorporation of the Company
dated effective December 16, 2009.
|
2
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 thereunto duly authorized.
3
Synthesis Energy Systems, Inc.
/s/ Robert Rigdon
Robert Rigdon
President and Chief Executive Officer
Exhibit Index
4
3.1
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
SYNTHESIS ENERGY SYSTEMS, INC.
Pursuant to the provisions of Section 242 of the Delaware General Corporation Law, as amended (the “ DGCL ”), SYNTHESIS ENERGY SYSTEMS, INC., a Delaware corporation (the “ Corporation ”), hereby certifies as follows:
ARTICLE ONE
The name of the Corporation is SYNTHESIS ENERGY SYSTEMS, INC.
ARTICLE TWO
This amendment to the Corporation’s Certificate of Incorporation (the “ Certificate of Incorporation ”) was duly adopted in accordance with Section 242 of the DGCL by the board of directors on October 16, 2009 and by the stockholders of the Corporation at a meeting of the stockholders held on December 16, 2009.
ARTICLE THREE
Article V of the Certificate of Incorporation is deleted and replaced in its entirety as follows:
“
ARTICLE V
(a) The total number of shares of stock of all classes which the Corporation shall have authority to issue is
200,000,000 shares, consisting of 200,000,000 shares of common stock, par value $.01 per share (the “
Common
Stock
”).
(b) Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held of record by such
holder on the record date for such vote. Subject to any preferential rights of any class or series outstanding from
time to time, (i) when, as and if dividends or distributions are declared on outstanding shares of Common Stock,
whether payable in cash, securities of the Corporation or other property, each holder of record of Common Stock on the
record date for any such dividend or distribution shall be entitled to share ratably in such dividend or distribution
in proportion to the number of shares of Common Stock held by such holder on the record date for such dividend or
distribution and (ii) upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, each
holder of outstanding shares of Common Stock shall be entitled to share ratably in the assets of the Corporation to be
distributed among the holders of Common Stock in proportion to the number of shares of Common Stock held by such
holder.”
[Signature page follows]
1
1
IN WITNESS WHEREOF, the undersigned, being the duly authorized President & Chief Executive Officer of the Corporation, for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to Section 242 of the DGCL, does make and file this Certificate of Amendment this 16th day of December, 2009.
SYNTHESIS ENERGY SYSTEMS, INC.
| By: | /s/ Robert Rigdon | |
|
|
||
| Robert Rigdon, President & Chief Executive Officer |
2