UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 18, 2011 (July 18, 2011)
CARBON NATURAL GAS COMPANY
(Exact name of registrant as specified in charter)
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Delaware |
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000-02040 |
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26-0818050 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number ) |
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(IRS Employer Identification No.) |
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1700 Broadway, Suite 2020, Denver, Colorado |
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80290 |
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(Address of principal executive offices) |
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(Zip code) |
(720) 407-7043
(Registrant’s telephone number including area code)
(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 (see General Instruction A.2. below):
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))
Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 14, 2011, Carbon Natural Gas Company (“ Carbon ” or the “ Company ”) filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State, which had a delayed effective date of July 18, 2011, and which increased the number of shares of common stock Carbon is authorized to issue from 100,000,000 to 200,000,000 shares.
Prior to filing the Certificate of Amendment with the Delaware Secretary of State, the form and terms thereof were approved by the Carbon Board of Directors on June 10, 2011, and on June 14, 2011 by the holders of 37,867,771 shares of Carbon common stock (being approximately 80% of the issued and outstanding shares). The approval of the Certificate of Amendment and the increase in the number of authorized common stock shares was described in a Definitive Information Statement on Schedule 14C filed by Carbon with the Securities and Exchange Commission on June 28, 2011, and distributed to Carbon’s stockholders on June 28, 2011.
The Certificate of Amendment
The Certificate of Amendment became effective under Delaware law on July 18, 2011. The sole amendment was an increase to Carbon’s authorized common stock shares of from 100,000,000 to 200,000,000 shares.
Item 9.01 Financial Statements and Exhibits
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Exhibit No. |
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Description |
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3(i)* |
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Certificate of Amendment. |
* Filed herewith
SIGNATURES
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.
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CARBON NATURAL GAS COMPANY |
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/s/ Patrick R. McDonald |
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Patrick R. McDonald, |
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President and CEO |
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Dated: |
July 18, 2011 |
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Exhibit 3(i)
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
CARBON NATURAL GAS COMPANY
This Certificate of Amendment to the Certificate of Incorporation of Carbon Natural Gas Company (the “ Corporation ”), a corporation organized and existing under the laws of the State of Delaware, is hereby duly adopted pursuant to and in accordance with the provisions of Section 242 of the Delaware General Corporation Law.
1. Section 4.1 of Article 4 of the Certificate of Incorporation of Carbon Natural Gas Company is hereby deleted and replaced in its entirety by the following:
“4.1 Authorized Shares . The total number of shares of stock that the Corporation shall have authority to issue is Two Hundred One Million (201,000,000) shares, consisting of (i) Two Hundred Million (200,000,000) shares of common stock, each with par value of $0.01 (the “ Common Stock ”) and (ii) One Million (1,000,000) shares of preferred stock, each with par value of $0.01 (the “ Preferred Stock ”).”
2. This Certificate of Amendment shall have a delayed effective date of July 18, 2011.
IN WITNESS WHEREOF, the undersigned authorized officer of the Corporation, for the purpose of amending the Certificate of Incorporation pursuant to the Delaware General Corporation Law, does hereby make and file this Certificate of Amendment, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set his hand this 14th day of July, 2011.
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/s/ Kevin D. Struzeski |
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Kevin D. Struzeski, |
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Secretary and Treasurer |