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): June 19, 2015
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Aly Energy Services, Inc. |
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(Exact Name of Registrant as Specified in its Charter) |
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Delaware |
033-92894 |
75-2440201 |
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(State of
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(Commission
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(IRS Employer
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3 Riverway, Suite 920
Houston, Texas 77056
(Address of principal executive offices)
Registrant’s telephone number, including area code: 713-333-4000
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 3.03. Material Modification to Rights of Security Holders.
The information set forth below under Item 5.03 is hereby incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
We filed a Certificate of Amendment, effective as of June 19, 2015, to the Company’s Certificate of Incorporation, as amended (the “Charter Amendment”) to effect a 1-for-20 reverse split of the outstanding shares of the Company’s common stock (the “Reverse Split”). As a result, every 20 outstanding shares of the Company’s common stock combined automatically into one share of common stock. Each stockholder’s percentage ownership in the Company and proportional voting power remains unchanged after the Reverse Split, except for minor changes resulting from the rounding up of fractional shares to the nearest whole share. The Charter Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Common Stock is expected to commence trading on a split-adjusted basis commencing June 22, 2015. The Common Stock will be reported for 20 business days under the temporary ticker symbol “ALYED” with the “D” added to signify that the Reverse Split has occurred. After 20 business days, the symbol will revert to the original symbol of “ALYE.” In connection with the Reverse Split, the CUSIP number for the Common Stock has been changed to 02260T107.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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3.1 |
Amendment to Certificate of Incorporation |
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SIGNATURE
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.
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Aly Energy Services, Inc. |
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Dated: June 22, 2015 |
By: |
/s/ Munawar H. Hidayatallah |
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| Name: |
Munawar H. Hidayatallah |
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| Title: |
Chairman and CEO |
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF ALY ENERGY SERVICES, INC.
(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)
Aly Energy Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), does hereby certify:
1. That the board of directors of the Company duly adopted resolutions to amend the Certificate of Incorporation of the Company, declaring said amendment to be in the best interests of the Company and its stockholders and authorizing the officers of the Company to solicit the consent of stockholders therefor, which resolution setting forth the proposed amendment is as follows:
RESOLVED, that Article FOURTH of the Company’s Certificate of Incorporation is hereby amended to read in its entirety as follows:
“FOURTH. The total number of shares of stock which the Corporation has authority to issue is two hundred million (200,000,000) shares, $.001 par value per share. All such shares are of one class and are shares of Common Stock.
The Corporation does, by Amendment to this Certificate of Incorporation effective June 19, 2015 (the “Effective Date”), reclassify its shares of Common Stock, par value $.001 per share (the “Old Common Stock”) issued and outstanding immediately before the Effective Date as follows: Each twenty shares of Old Common Stock outstanding immediately before the Effective Date, and each twenty shares of Old Common Stock issuable pursuant to an instrument exercisable for shares of Old Common Stock (including, but not limited to, all rights to acquire Old Common Stock upon the exchange of shares of preferred stock issued by the Corporation’s subsidiaries) shall, on the Effective Date, be reclassified as and converted into, and become a right to receive, and the holders of the outstanding Old Common Stock or instruments exercisable for such Old Common Stock shall be entitled to receive therefore upon surrender of the certificates representing such shares of Old Common Stock to the Corporation, or upon exercise of such instrument, one share of Common Stock, $.001 par value, of the Corporation, subject to the treatment of fractional shares set forth herein. No scrip or fractional certificates will be issued. In lieu of fractional shares, the Corporation will issue a whole share of Common Stock, $.001 par value, to the holders entitled thereto.”
2. That the foregoing amendment has been approved by the holders of the requisite number of stockholders of this corporation in accordance with Section 228 of the General Corporation Law.
3. That the foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law.
4. That this Certificate of Amendment shall become effective at 5:00 eastern time on June 19, 2015.
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IN WITNESS WHEREOF this Certificate of Amendment has been executed for Aly Energy Services, Inc. by Alya Hidayatallah, its Chief Financial Officer this June 18, 2015.
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/s/ Alya Hidayatallah |
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Alya Hidayatallah Chief Financial Officer |
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