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
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Date of Report: June 15, 2017 (Date of earliest event reported) |
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MedAmerica Properties Inc.
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Delaware
of incorporation) |
1-9043
File Number) |
36-3361229
Identification No.) |
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5200 Town Center Circle, Suite 550, Boca
Raton, Florida
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33486
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(561) 617-8050 (Registrant’s telephone number, including area code)
Banyan Rail Services Inc. |
(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))
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 15, 2017, MedAmerica Properties Inc., formerly Banyan Rail Services Inc. (the “Company”), filed amendments (the “Amendments”) to its Certificate of Incorporation with the State of Delaware to (1) change the name of the Company from “Banyan Rail Services Inc.” to “MedAmerica Properties Inc.,” and (2) effect a 1 for 10 reverse stock split of the issued and outstanding shares of common stock of the Company. The name change and stock split will become effective with FINRA on June 20, 2017.
The Amendments were adopted by written consent of the holders of a majority of the outstanding shares of stock of the Company entitled to vote on the Amendments as described in the Company’s information statement on Schedule 14C filed with the Securities and Exchange Commission on May 26, 2017.
A copy of the Certificate of Amendment effecting the name change and reverse stock split, as filed with the Delaware Secretary of State on June 15, 2017, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 8.01. | Other Events. |
The Company’s common stock is currently quoted on the OTC Markets, or OTCQB, under the symbol “BARA:US.” In connection with the name change and reverse stock split, we submitted to the Financial Industry Regulatory Authority, Inc. (“FINRA”) a voluntary request for the change of our trading symbol to “MAMP.” On June 19, 2017, FINRA notified us that the name change and the reverse stock split will take effect at the open of business on June 20, 2017, at which time the Company’s common stock will trade for 20 trading days on a post stock split basis under the symbol “BARAD.” After the 20 trading days, the “D” will be deleted and the new trading symbol “MAMP” will take effect.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 3.1 | Certificate of Amendment of Certificate of Incorporation, filed with the Delaware Secretary of State on June 15, 2017 |
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.
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Banyan Rail Services Inc.
Name: Christopher J. Hubbert
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Dated June 19, 2017 |
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
BANYAN RAIL SERVICES INC.
Banyan Rail Services Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”).
2. That the Board of Directors of the Corporation (the “Board”), in an action by unanimous written consent dated April 28, 2017, duly adopted a resolution setting forth proposed amendments to the Certificate of Incorporation, declaring said amendments to be advisable and stating that said amendments be presented to the stockholders of the Corporation for their consideration. The resolution setting forth the proposed amendments is as follows:
RESOLVED, that, as set forth below, the Board hereby proposes that Article First of the Corporation’s Certificate of Incorporation, be amended in its entirety to change the name of the Corporation as set forth below:
“FIRST: The name of the Corporation is MedAmerica Properties Inc.”
RESOLVED FURTHER, that, as set forth below, the Board hereby proposes that a new Section (f) be added to the end of Article Third of the Certificate of Incorporation to effectuate a one-for-ten reverse stock split (the “Reverse Stock Split”) of the Corporation’s common stock, with each share that would otherwise be converted into a fractional share as a result of the Reverse Stock Split rounded to the nearest whole share:
THIRD: (f) Reverse Stock Split. Each outstanding share of Common Stock as of April 28, 2017 (the “Split Date”) shall be exchanged for 1/10 of a share of Common Stock. 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 hereby; 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 such 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.
3. That, thereafter, in accordance with Section 228 of the General Corporation Law of the State of Delaware, said amendments to the Certificate of Incorporation were duly adopted by written consent of the holders of a majority of the outstanding stock of the Corporation entitled to vote on the matter;
4. That said amendments were duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware; and
5. All other provisions of the Certificate of Incorporation shall remain in full force and effect.
[ Signature Page Follows ]
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly elected officer on the 15th day of June, 2017.
| Banyan Rail Services Inc. | |||
| By: | /s/ Christopher J. Hubbert | ||
| Name: | Christopher J. Hubbert | ||
| Its: | Secretary | ||
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