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): May 1, 2009
PINNACLE BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
| Virginia | 000-23909 | 54-1832714 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 622 Broad Street, Altavista, Virginia | 24517 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (434) 369-3000
N/A
(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. |
Pinnacle Bankshares Corporation (the “Company”) amended its Articles of Incorporation, effective May 1, 2009, to authorize the issuance of up to one million shares of preferred stock. At the Annual Meeting of Shareholders held on April 14, 2009, the Company’s shareholders approved the amendment and authorized the Company’s Board of Directors to determine at the time of creating each series of preferred stock the designation and number of shares of the series and the preferences, limitations and relative rights of each series created. Prior to the amendment, the Company’s Articles of Incorporation authorized the issuance of common stock only. The amendment to the Articles of Incorporation also made a non-substantive change to clarify the provisions of Article VI of the Company’s Articles of Incorporation.
A copy of the Articles of Amendment is included as Exhibit 3.1(a) hereto and is incorporated by reference into this Item 5.03. The foregoing summary of certain provisions of the Articles of Amendment is qualified in its entirety by reference thereto.
The Company has no present plans for the issuance of preferred stock.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 3.1(a) | Articles of Amendment to the Articles of Incorporation, effective May 1, 2009 |
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.
| PINNACLE BANKSHARES CORPORATION | ||||||
| Date: May 4, 2009 | By: |
/s/ Bryan M. Lemley |
||||
| Bryan M. Lemley | ||||||
| Treasurer and Chief Financial Officer | ||||||
Exhibit Index
|
Exhibit |
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| 3.1(a) | Articles of Amendment to the Articles of Incorporation, effective May 1, 2009 |
Exhibit 3.1(a)
ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
PINNACLE BANKSHARES CORPORATION
The undersigned, on behalf of the corporation set forth below, pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia states as follows:
| 1. | The name of the corporation is Pinnacle Bankshares Corporation (the “Corporation”) |
| 2. | Article III of the Articles of Incorporation of the Corporation (the “Articles of Incorporation”) is hereby amended to read as follows: |
III. CAPITAL STOCK
The Corporation shall have authority to issue three million (3,000,000) shares of common stock, par value $3.00 per share (the “Common Stock”), and one million (1,000,000) shares of preferred stock, par value $3.00 per share (the “Preferred Stock”).
A. Common Stock
Section 1 . The holders of the Common Stock shall, to the exclusion of the holders of any other class of stock of the Corporation, have the sole and full power to vote for the election of directors and for all other purposes without limitation, except as otherwise may be provided in these Articles of Incorporation or in any articles of amendment applicable to any series of Preferred Stock, and as otherwise expressly provided by the then existing Code of Virginia. The holders of the Common Stock shall be entitled to one vote per share of Common Stock held by them on all matters as to which a shareholder vote is to be taken.
Section 2 . Subject to the rights of holders of any series of Preferred Stock and the provisions of law, the holders of Common Stock at the time outstanding shall be entitled to receive such dividends at such times and in such amounts as the Board of Directors may deem advisable.
Section 3 . Subject to the rights of holders of any series of Preferred Stock, in the event of any liquidation, dissolution or winding up (whether voluntary or involuntary) of the Corporation, after the payment or provision for the payment in full for all debts and other liabilities of the Corporation, the holders of the Common Stock shall be entitled to receive the remaining net assets of the Corporation, which shall be distributed ratably among the holders of the shares of Common Stock outstanding at the time of such event.
B. Preferred Stock
Shares of Preferred Stock may be issued in one or more series. Authority is expressly vested in the Board of Directors at any time and from time to time to cause the Preferred Stock to be issued in one or more series and, to the fullest extent permitted by law, to fix and determine the preferences, limitations and relative rights of the shares of any series of Preferred Stock so established and provide for the issuance of shares thereof. Prior to the issuance of any share of a series of Preferred Stock, the Board of Directors shall establish such series by adopting an amendment of the Articles of Incorporation setting forth the designation and number of shares of the series and the preferences, limitations and relative rights thereof, and the Corporation shall file with the State Corporation Commission articles of amendment as required by law, and the State Corporation Commission shall have issued a certificate of amendment. The Preferred Stock of each series shall have preferences, limitations and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of shares of other series of the same class.
| 3. | The first sentence of Article VI of the Articles of Incorporation is hereby amended to read as follows: |
To the extent shareholder approval is required by applicable law or regulation, any amendment of the Corporation’s Articles of Incorporation, plan of merger or share exchange, transaction involving the sale of all or substantially all of the Corporation’s assets other than in the regular course of business and plan of dissolution shall be approved by the affirmative vote of a majority of all shares entitled to be voted on such transaction by each voting group entitled to vote on the transaction at a meeting at which a quorum of the voting group is present, provided that the transaction has been approved and recommended by at least two-thirds of the directors in office at the time of such approval and recommendation.
| 4. | The foregoing amendments were adopted on February 10, 2009. |
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| 5. | The amendments were proposed by the Board of Directors and submitted to the shareholders in accordance with the provisions of Title 13.1, Chapter 9 of the Code of Virginia, and: |
| a. | The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the amendments were: |
|
Designation |
Number of outstanding shares | Number of votes | ||
|
Common Stock |
1,485,089 | 1,485,089 |
| b. | And the total number of votes cast for and against the amendments by each voting group entitled to vote separately on the amendments were: |
|
Voting group |
Total votes FOR | Total votes AGAINST | ||
|
Common Stock |
833,808 | 190,622 |
| c. | And the number cast for the amendments by each voting group was sufficient for approval by that voting group. |
Pursuant to Section 13.1-606 of the Virginia Stock Corporation Act, the effective date of these Articles of Amendment shall be May 1, 2009.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the undersigned has caused these Articles of Amendment to be executed as of this 29th day of April, 2009.
|
/s/ Robert H. Gilliam, Jr. |
| Robert H. Gilliam, Jr. |
| President and Chief Executive Officer |
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