-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P3/PqQlivdlDLIXKZ6fYoZLJe4TnKJIDYXQspN/flskFUzIKIDcPgcFFrpABFIa1 mKpEd2f4o6Pqwa7PJZY0Fg== 0001116679-04-001966.txt : 20040924 0001116679-04-001966.hdr.sgml : 20040924 20040924161747 ACCESSION NUMBER: 0001116679-04-001966 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040924 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040924 DATE AS OF CHANGE: 20040924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCE ENERGY GROUP INC CENTRAL INDEX KEY: 0001274150 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 200501090 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32239 FILM NUMBER: 041045206 BUSINESS ADDRESS: STREET 1: 600 ANTON BOULEVARD STREET 2: SUITE 2000 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7142580470 MAIL ADDRESS: STREET 1: 600 ANTON BOULDVARD STREET 2: SUITE 2000 CITY: COSTA MESA STATE: CA ZIP: 92626 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN ENERGY GROUP INC DATE OF NAME CHANGE: 20031222 8-K 1 commerce8k.txt 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): September 24, 2004 COMMERCE ENERGY GROUP, INC. (Exact Name of registrant as specified in its charter)
Delaware 001-32239 20-0501090 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.)
600 Anton Boulevard, Suite 2000 Costa Mesa, California 92626 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (714) 258-0470 Not Applicable (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 Rule14d-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 8.01. Other Events. Commerce Energy Group, Inc. ("Commerce") issued a press release on September 24, 2004 announcing the date of Commerce's next annual meeting of stockholders. The full text of the press release which is set forth in Exhibit 99.1 hereto. The Board of Directors of Commerce has set January 12, 2005 as the date for Commerce's next annual meeting of stockholders (the "Annual Meeting"). A stockholder proposal must be submitted to Commerce's principal executive offices located at Commerce Energy Group, Inc., 600 Anton Boulevard, Suite 2000, Costa Mesa, California, Attention: Corporate Secretary, by October 4, 2004, for inclusion in the proxy materials related to the Annual Meeting. Any such proposal must also comply with the proxy rules under the Exchange Act, including Rule 14a-8. For any proposal that is not submitted for inclusion in Commerce's proxy material for the Annual Meeting, but is instead sought to be presented directly at that meeting, Rule 14a-4(c) under the Securities Exchange Act of 1934 permits Commerce's management to exercise discretionary voting authority under proxies it solicits unless Commerce is notified about the proposal on or before October 4, 2004, and the stockholder satisfies the other requirements of Rule 14a-4(c). In addition, Commerce's Bylaws provide that, to be considered at the Annual Meeting, a stockholder proposal must be submitted in writing and received by the Corporate Secretary at the principal executive offices of Commerce not later than October 4, 2004, and must contain the information specified by and otherwise comply with Commerce's Bylaws. Any stockholder wishing to receive a copy of Commerce's Bylaws should direct a written request to the Corporate Secretary at Commerce's principal executive offices. To be considered at the Annual Meeting, stockholder nominations of persons for election to the Board of Directors of Commerce must be submitted in writing and received by the Corporate Secretary at the principal executive offices of Commerce not later than October 4, 2004, and must contain the information specified by and otherwise comply with Commerce's Bylaws. Notwithstanding the foregoing, the Board of Directors is not required to solicit proxies for the election of any person the stockholder intends to nominate at the Annual Meeting. Commerce's Certificate of Incorporation and Bylaws provide for a "classified" board of directors. The number of authorized directors is currently five. Currently, there is one Class I director (Craig G. Goodman), whose term will expire at the Annual Meeting; two Class II directors (Mark Juergensen and Peter Weigand), whose terms expire at the second annual meeting of stockholders of Commerce following the end of Fiscal 2004; and two Class III directors (Ian B. Carter and Robert C. Perkins), whose terms expire at the third annual meeting of stockholders of Commerce following the end of Fiscal 2004. Item 9.01. Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release dated September 24, 2004. 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. COMMERCE ENERGY GROUP, INC., a Delaware corporation Date: September 24, 2004 By: /S/ IAN B. CARTER ------------------------------------- Ian B. Carter Chairman and Chief Executive Officer EX-99 2 ex99-1.txt EX. 99.1: PRESS RELEASE FOR IMMEDIATE RELEASE - -------------------------------------------------------------------------------- Commonwealth Energy Group Announces Date for Annual Meeting - -------------------------------------------------------------------------------- COSTA MESA, CA. - September 24, 2004 - Commerce Energy Group, Inc. (AMEX: EGR), a leading U.S. electricity service provider, announced today that it has set Wednesday, January 12, 2005 as the date for its Annual Meeting relating to its 2004 fiscal year. Under Commerce's Bylaws and applicable rules of the Securities and Exchange Commission, any stockholder proposals or director nominations must be submitted to Commerce's principal executive offices located at Commerce Energy Group, Inc., 600 Anton Boulevard, Suite 2000, Costa Mesa, California, Attention: Corporate Secretary, by no later than October 4, 2004, to be considered at the Annual Meeting. Any such proposals or nominations must also comply with applicable SEC rules and contain the information specified by and otherwise comply with Commerce's Bylaws. Any stockholder wishing to receive a copy of Commerce's Bylaws should direct a written request to the Corporate Secretary at Commerce's principal executive offices. About Commerce Energy Group, Inc. Commerce Energy Group, Inc. is a provider of energy products and services to homeowners, commercial and industrial consumers, utilities, governments and energy asset owners. Operating since 1998 as Commonwealth Energy Corporation, Commerce Energy Group now operates through its subsidiaries including Commonwealth Energy Corporation, which holds FERC and state licenses for retail and wholesale energy commodities and is a retail electricity provider to homes and businesses in California, Michigan, Pennsylvania and New Jersey under the brand name "electricAmerica"; Skipping Stone, an energy consulting firm; and utiliHost, an outsourcing services and technology provider. For more information visit www.CommerceEnergy.com. For more information, contact: Investor Relations David Barnes Vice President Finance & Investor Relations dbarnes@electric.com 714-259-2500 Commerce Energy Group, Inc. 600 Anton Boulevard, Suite 2000 Costa Mesa, CA 92626 Tel: 1-800-ELECTRIC(R) -----END PRIVACY-ENHANCED MESSAGE-----