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: August 26, 2014

 

RANCHER ENERGY CORP.

(Exact name of registrant as specified in its charter)

 

Nevada 000-51425 98-0422451
(State or other jurisdiction of (Commission File (IRS Employer Identification
of incorporation) Number) Number)

 

520 Zang Street, Ste 250

Broomfield, CO 80021

(Address of Principal Executive Offices) (Zip Code)

 

(720) 502-4483

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:

 

[   ] 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)

 

 
 

 

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

 

Item 5.03      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

As more fully described below in this Current Report on Form 8-K, on August 26, the Board of Directors of Rancher Energy Corp. (the “Company”), approved an Amendment to the Bylaws (the “Bylaws”) by Unanimous Consent of the Board in lieu of the Special Meeting of the Board of Directors. The Amendment is being filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. The Amendment to the Bylaws provides that the “Control Share” statute of Nevada Revised Statutes (NRS 78.378 – 78.3793) shall not be applicable to the purchase of 52% of the Company by Terex Energy Corp., nor any subsequent control share acquisition transaction.

 

Section 9 - Financial Statements and Exhibits

 

Item 9.01    Financial Statements and Exhibits.

 

The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.

 

Exhibit # Description
   
Exhibit 3.1 Amendment to Bylaws of Rancher Energy Corp 

 

 
 

 

 

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.

 

RANCHER ENERGY CORP.

 

By: /s/ Donald Walford

Donald Walford, President and

Chief Executive Officer

 

Date: August 26, 2014

 

 

 

 

 

Exhibit 3.1

 

 

EXHIBIT A

(to Unanimous Consent

of the Board of Directors

dated August 26, 2014)

 

Amendment to Bylaws of Rancher Energy Corp.

 

August 26, 2014

 

 

 

The Bylaws of Rancher Energy Corp. are hereby amended to add and include the following to the Bylaws as in effect:

 

Applicability of Nevada Revised Statutes 78.378 – 78.3793

 

Nevada Revised Statutes 78.378 – 78.3793 shall not be applicable to the control share purchase of 52% of the common stock of Rancher Energy Corp. (a controlling interest in Rancher Energy Corp.) for $1,300,000 by Terex Energy Corp. on August 19, 2014, and the Company opts out of the application of NRS 78.378 – 78.3793 to this described purchase transaction, or any future transaction for acquisition of control shares in any manner or form, by purchase, merger or share exchange (as adopted by the Board of Directors on August 26, 2014.)

 

 

By the Board

 

 

/s/Don Walford

Don Walford,

Acting Chairman and CEO