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: March 9, 2011
(Date of earliest event reported)
 
Banyan Rail Services Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
1-9043
(Commission
File Number)
36-3361229
(I.R.S. Employer
Identification No.)

2255 Glades Road, Suite 342-W, Boca Raton, Florida
33431
(Address of principal executive offices)
(Zip Code)
 
561-443-5300
(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:
 
¨ 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 March 31, 2010, Banyan Rail Services Inc. (the “Company”) filed an amendment to its certificate of incorporation effectuating a one-for-ten reverse split of the Company’s common stock. The amendment inadvertently failed to make clear that the Company’s authorized common stock was reduced by the split from 75,000,000 to 7,500,000 shares. On March 9, 2011, the Company filed a certificate of correction to the amendment to its certificate of incorporation to correct this matter. The foregoing description of the certificate of correction is not complete and is qualified in its entirety by reference to the full and complete terms of the certificate of correction, which is attached to this current report as Exhibit 3.1.

Item 9.01.       Financial Statements and Exhibits.

(d)      Exhibits.

3.1      Certificate of Correction to Amendment of Certificate of Incorporation
 
 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Banyan Rail Services Inc.
     
 
By:
/s/ C. Lawrence Rutstein
 
Name: 
C. Lawrence Rutstein
 
Title: 
Vice President of Administration and
Secretary

Dated:  March 14, 2011
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit Number
 
Description
     
3.1
  
Certificate of Correction to Amendment of Certificate of Incorporation
 
 
 
 
 
STATE OF DELAWARE
CERTIFICATE OF CORRECTION
 
Banyan Rail Services Inc.                                                     , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.
 
DOES HEREBY CERTIFY :

1.
The name of the corporation is Banyan Rail Services Inc. Banyan Rail Services Inc                       .
2.
That a Certificate of Amendment of Certificate of Incorporation                                                     
 
                                             (Title of Certificate Being Corrected)
 
was filed by the Secretary of State of Delaware on March 31, 2010                                                 
and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.
3.
The inaccuracy or defect of said Certificate is: (must be specific)
The following sentence, reducing the authorized common stock, was unintentionally omitted: "On the Split Date, the aggregate number of shares of Common Stock that the Corporation is authorized to issue shall be reduced from 75,000,000 to 7,500,000 shares and the aggregate number of shares of all classes of capital stock that the Corporation is authorized to issue shall be reduced from 76,000,000 to 8,500,000 shares.
4.
Article Third, Section (a) & (d) (i)            of the Certificate is corrected to read as follows:
Each outstanding share of Common Stock as of April 2, 2010 (the "Split Date") shall be exchanged for 1/10 of a share of Common Stock. On the Split Date, the aggregate number of shares of Common Stock that the Corporation is authorized to issue shall be reduced from 75,000,000 to 7,500,000 shares and the aggregate number of shares of all classes of capital stock that the Corporation is authorized to issue shall be reduced from 76,000,000 to 8,500,000 shares. Each certificate that prior to the Split Date represented shares of Common Stock shall then represent the number of shares of Common Stock into which such shares are split thereby; provided, however, that each person holding of record a stock certificate or certificates that prior to the Split Date represented shares of Common Stock shall receive, upon surrender of each such certificate or certificates, a new certificate or certificates representing the number of shares of Common Stock to which the person is entitled. No new certificates representing fractional shares will be issued. Instead, each share of stock that would otherwise be converted into fractional shares as a result of the stock split will be rounded to the nearest whole share.

IN WITNESS WHEREOF , said corporation has caused this Certificate of Correction this         9th          day of March              , A.D.  2011         .
 
 
By: 
/s/ C. Lawrence Rutstein
   
         Authorized Officer
 
Name: 
C. Lawrence Rutstein
   
          Print or Type
 
Title: 
Vice President of Administration and Secretary