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): March 15, 2017
| CARBON NATURAL GAS COMPANY |
| (Exact name of registrant as specified in charter) |
| Delaware | 000-02040 | 26-0818050 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1700 Broadway, Suite 1170, Denver, Colorado | 80290 | |
| (Address of principal executive offices) | (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):
☐ 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 3.03 | Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 22, 2017, Carbon Natural Gas Company, a Delaware corporation (the “ Company ”), filed with the office of the Secretary of State of the State of Delaware, a Certificate of Amendment (the “ Certificate of Amendment ”) to amend the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a one for twenty reverse stock split of the Company’s issued and outstanding common stock, par value $0.01 per share (the “ Reverse Stock Split ”). The Certificate of Amendment did not change the par value of the Company’s common stock, nor did it reduce the number of shares of Common Stock that the Company is authorized to issue.
The Certificate of Amendment became effective on March 15, 2017, at which time every twenty shares of the Company’s issued and outstanding common stock were automatically combined into one issued and outstanding share of the Company’s common stock. No fractional shares were issued in connection with the Reverse Stock Split, and any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share. Continental Stock Transfer & Trust Company, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split and will send instructions to stockholders of record regarding the voluntary exchange of certificates.
Trading markets will reflect the Reverse Stock Split on March 17, 2017.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this report and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description |
|
| 3.1* | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Carbon Natural Gas Company, effective as of March 15, 2017 |
* Filed herewith
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
| March 16, 2017 | CARBON NATURAL GAS COMPANY |
| /s/ Patrick R. McDonald | |
|
Patrick R. McDonald, Chief Executive Officer |
3
Exhibit 3.1
Certificate of Amendment
to the
Amended and Restated
Certificate of Incorporation
of
Carbon Natural Gas Company
This Certificate of Amendment to the Amended and Restated 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.
A new paragraph immediately following existing Section 4.1 of Article 4 of the Amended and Restated Certificate of Incorporation of Carbon Natural Gas Company is hereby added to Section 4.1 and shall read as follows:
“Upon the filing and effectiveness of this Certificate of Amendment (the “ Effective Time ”), the shares of Common Stock of the Corporation issued and outstanding immediately prior to the Effective Time and the shares of Common Stock of the Corporation issued and held in the treasury of the Corporation, if any, immediately prior to the Effective Time are reclassified into a lesser number of shares such that each TWENTY (20) shares of such Common Stock are reclassified into ONE (1) share of Common Stock, without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests described below (the “ Reverse Stock Split ”). No certificates representing fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split; any fractional shares which result from the Reverse Stock Split will be rounded up to the next whole share.”
IN WITNESS WHEREOF, the undersigned authorized officer of the Corporation, for the purpose of amending the Amended and Restated 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 21st day of February, 2017. This Certificate of Amendment shall become effective March 15, 2017.
| /s/ Kevin D. Struzeski | |
| Kevin D. Struzeski, | |
| Secretary and Treasurer |