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):
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May
1, 2008
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AEROCENTURY
CORP.
_________________________________________
(Exact
name of registrant as specified in its charter)
Delaware
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94-3263974
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(State
or Other Jurisdiction of incorporation)
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(I.R.S.
Employer Identification No.)
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1440
Chapin Avenue, Suite 310
Burlingame,
CA 94010
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60602-4260
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(Address
of principal executive offices)
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(Zip
Code)
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(650)-340-1888
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Registrant’s
telephone number, including area
code:
|
Not
Applicable
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 14d-2(b)
under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.03: Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On May 1,
2008, the stockholders of AeroCentury Corp. (the "Company") approved an
amendment to the Company's Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of Common Stock from
3,000,000 to 10,000,000.
On May 6,
2008, the Company filed the Certificate of Amendment with the Secretary of State
of Delaware. A form of the amendment is attached hereto as Exhibit
99.1.
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AEROCENTURY
CORP.
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Date:
May 7, 2008
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By:
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/s/
Neal D. Crispin
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Title:
Chairman and CEO
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CERTIFICATE
OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
AEROCENTURY
CORP.
AeroCentury Corp., a corporation duly
organized and existing under the laws of the State of Delaware, hereby certifies
as follows:
1. The name of this
corporation is AeroCentury Corp., and the date of the filing of its original
certificate of incorporation (the “Certificate of Incorporation
”)
with the Secretary of State
is February 28, 1997.
2. The Board of Directors
duly adopted resolutions proposing to the Certificate of Incorporation of this
Corporation, declaring said amendment to be advisable and in the best interests
of this Corporation and its stockholders, and authorizing the appropriate
officers of this Corporation to solicit the consent of the stockholders
therefor, with resolutions setting forth the proposed amendment as
follows:
“The
first paragraph of ARTICLE IV of the Amended and Restated Certificate of
Incorporation of the Corporation shall be restated in its entirety to read as
follows, with the remaining paragraphs of ARTICLE IV remaining
unchanged:
This
Corporation is authorized to issue two classes of stock to be designated,
respectively “Preferred Stock” and “Common Stock.” The total
number of shares of stock which the Corporation shall have authority to issue is
12,000,000, consisting of 2,000,000 shares of Preferred Stock, each with a par
value of $0.001 per share, and 10,000,000 shares of Common Stock, each with a
par value of $0.001 per share.”
IN WITNESS WHEREOF, AeroCentury Corp.
has caused this Certificate of Amendment to Amended and Restated Certificate of
Incorporation to be signed by its duly authorized officers as of this 6th day of
May, 2008.
AEROCENTURY CORP.
By: ____________________________________
Christopher B. Tigno,
Assistant Secretary