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
May 1, 2018
(Date of earliest event reported)
Corning Natural Gas Holding Corporation
(Exact name of registrant as specified in its charter)
| New York | 000-55911 | 46-3235589 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 330 West William Street, Corning, New York | 14830 |
| (Address of principal executive offices) | (Zip Code) |
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(607) 936-3755 |
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(Registrant’s telephone number, including area code)
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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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(A) of the Exchange Act. [ ]
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 2, 2018, Corning Natural Gas Holding Corporation (the “Holding Company”) received notice that its Certificate of Amendment to its Certificate of Incorporation increasing the number of authorized shares of common stock from 3,500,000 to 4,500,000 shares, and increasing the number of authorized shares of preferred stock from 500,000 shares to 750,000 shares with the Department of State of the State of New York. That amendment to the Holding Company’s Certificate of Incorporation was effective as of the May 1, 2018 filing date.
The Certificate of Amendment to the Certificate of Incorporation described above is filed as an exhibit to this Current Report on Form 8-K. The description is qualified in its entirety by reference to the full text of such document.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit 3.1 Certificate of Amendment to the Certificate of Incorporation with respect to the number of shares of common stock and the number of shares of preferred stock filed by the Department of State of the State of New York on May 1, 2018.
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 thereunto duly authorized.
Corning Natural Gas Holding Corporation
By: /s/ Michael I. German
President and Chief Executive Officer
Dated: May 2, 2018
INDEX TO EXHIBITS
Form 8-K of Corning Natural Gas Holding Corporation
Exhibit 3.1 Certificate of Amendment to the Certificate of Incorporation
with respect to the number of shares of common stock and
the number of shares of preferred stock filed by the Department
of State of the State of New York on May 1, 2018
Filed herewith
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CORNING NATURAL GAS HOLDING CORPORATION
Under Section 805 of the Business Corporation Law
The undersigned, being the President and Chief Executive Officer of Corning Natural Gas Holding Corporation (the “Corporation”), hereby certifies that:
FIRST: The name of the Corporation is Corning Natural Gas Holding Corporation.
SECOND: The original Certificate of Incorporation of the Corporation was filed by the Department of State of the State of New York on July 19, 2013, and was amended by Certificates of Amendment to the Certificate of Incorporation filed by the Department of State of the State of New York on January 28, 2016, on March 30, 2016, and on June 27, 2017.
THIRD: The Certificate of Incorporation currently authorizes 4,000,000 shares of capital stock: 3,500,000 shares of which are currently designated as common stock, par value $0.01 per share, and 500,000 shares of which are currently designed as preferred stock, par value $0.01 per share, for which the board of directors has the authority to establish, in its discretion from time to time, the dividends, voting rights, any redemption rights and/or liquidation preferences, and other designations, preferences, rights, qualifications, limitations and restrictions. Of the shares of Preferred Stock, the Certificate of Incorporation currently designates 255,500 shares as 6% Series A Cumulative Preferred Stock (“Series A Cumulative Preferred Stock”) and 244,500 shares as Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock”). As of the date hereof, there are 3,012,763 shares of common stock, 210,600 shares of Series A Cumulative Preferred Stock, and 244,263 shares of Series B Convertible Preferred Stock issued and outstanding.
FOURTH: As provided in Section 803(a) of the New York Business Corporation Law, on February 6, 2018, the Board of Directors of the Corporation unanimously approved, and on April 24, 2018, the shareholders of the Corporation holding a majority of the outstanding shares of capital stock entitled to vote approved, an amendment to the Certificate of Incorporation, providing for an increase in the number of authorized shares of common stock from 3,500,000 to 4,500,000 shares, and the increase in the number of authorized shares of preferred stock from 500,000 shares to 750,000 shares.
FIFTH: Subparagraph (a) of Paragraph FOURTH “ Authorized Shares ” of the Certificate of Incorporation, is hereby amended replacing: (i) the number 4,000,000 as the aggregate number of shares of capital stock authorized with the number 5,250,000; (ii) the number of 3,500,000 as the number of Common Shares authorized with the number 4,500,000 shares, and (iii) the number 500,000 as the number of Preferred Shares authorized with the number 750,000 shares, to read in its entirety as follows:
(a) The aggregate number of shares which the Corporation shall have the authority to issue is 5,250,000, of which 4,500,000 shares, par value $0.01 per share,
shall be designated “Common Shares” and 750,000 shares, par value $0.01 per shares, shall be designated “Preferred Shares.”
SIXTH: This Amendment was approved unanimously by the Board of Directors of the Corporation by action taken on February 6, 2018 at a regular meeting duly called and held, and by the holders of a majority of the authorized Common Shares at the Annual Meeting of Shareholders of the Corporation duly called and held on April 24, 2018, as provided in Section 803(a) of the Business Corporation Law.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has signed this Certificate of Amendment on this 30th day of April, 2018.
/s/ Michael I. German
Michael I. German, President and
Chief Executive Officer
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CORNING NATURAL GAS HOLDING CORPORATION
Under Section 805 of the Business Corporation Law
Nixon Peabody LLP
1300 Clinton Square
Rochester, New York 14604