0000943374-11-000499.txt : 20110804 0000943374-11-000499.hdr.sgml : 20110804 20110804164258 ACCESSION NUMBER: 0000943374-11-000499 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110804 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110804 DATE AS OF CHANGE: 20110804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Energy Services of America CORP CENTRAL INDEX KEY: 0001357971 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 204606266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32998 FILM NUMBER: 111011025 BUSINESS ADDRESS: STREET 1: 2450 FIRST AVENUE CITY: HUNTINGTON STATE: WV ZIP: 25703 BUSINESS PHONE: 304-528-2791 MAIL ADDRESS: STREET 1: 2450 FIRST AVENUE CITY: HUNTINGTON STATE: WV ZIP: 25703 FORMER COMPANY: FORMER CONFORMED NAME: Energy Services Acquisition Corp. DATE OF NAME CHANGE: 20060330 8-K 1 form8k_8411.htm FORM 8-K form8k_8411.htm
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):  August 4, 2011
 
 
Energy Services of America Corporation
 
(Exact name of Registrant as specified in its charter)

Delaware
(State or Other Jurisdiction
of Incorporation)
001-32998
(Commission
File Number)
20-4606266
(I.R.S. Employer
Identification No.)

100 Industrial Lane, Huntington, West Virginia 25702-9694
 (Address of principal executive offices)

(304) 399-6315
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:
 
¨
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.

On August 4, 2011, Energy Services of America Corporation (the “Company”) announced that it was extending the expiration date of its outstanding warrants until 5:00 p.m. Eastern Time on October 12, 2011.  The warrants were set to expire at 5:00 p.m. on August 29, 2011.  A press release announcing the extension is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01
Financial Statements and Exhibits

(a)
Financial Statements of businesses acquired.
 
Not Applicable.
 
(b)
Pro forma financial information.
 
Not Applicable.
 
(c)
Shell Company Transactions.
 
Not Applicable.
 
(d)
Exhibits.
 
 
The following Exhibit is attached as part of this report:
 
99.1           Press release dated August 4, 2011.
   



 
 

 

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.


 
ENERGY SERVICES OF AMERICA
CORPORATION
 
   
   
DATE: August 4, 2011    
      By:/s/ Edsel R. Burns 
 
Edsel R. Burns
 
President
 
(Duly Authorized Representative)
 







EX-99.1 2 ex99_8411.htm PRESS RELEASE ex99_8411.htm
Energy Services of America Corporation
Serving America's Energy Providers

Energy Services of America Corporation announces extension of Warrant Exchange Offer and extension of expiration date of Warrants

Huntington, W. Va-August 4, 2011-Energy Services of America Corporation (the “Company”) (NYSE-AMEX Equities: ESA) today announced the extension of the offering period for its exchange offer for all of its outstanding warrants.  The offering period as extended will expire at 5:00 p.m. Eastern Time on September 28, 2011.  The Company also announced that it was extending the expiration date of the warrants until 5:00 p.m. Eastern Time on October 12, 2011.  The tender offer was previously set to expire at 5:00 p.m. Eastern Time on August 20, 2011 and the warrants previously expired at 5:00 p.m. Eastern Time on August 29, 2011.

On July 13, 2011, the staff of NYSE—AMEX notified the Company that the staff has interpreted its rules to conclude that the issuance of shares of common stock in exchange for warrants held by officers and directors of the Company would be deemed equity compensation.  Based on the staff’s interpretation, the issuance of shares of common stock to officers, directors and employees of the Company in connection with the exchange offer would require the consent of the Company’s stockholders pursuant to applicable NYSE—AMEX listing rules.  The Company extended the offering period and the expiration date of the warrants so that the Company could consider whether to request the consent of the stockholders and to allow the stockholders sufficient time to consider and vote on the issue if the Company does decide to present the issue to stockholders for consideration.

As of August 3, 2011, approximately 19,530,930 warrants had been tendered and not properly withdrawn pursuant to the exchange offer, which represented 96.3% of the outstanding warrants.

Energy Services of America Corporation provides construction services to the natural gas, oil, chemical and electric industry.  We operate through our subsidiaries, CJ Hughes Construction, CJ Hughes Pipeline, ST Pipeline and Nitro Electric.  Our corporate headquarters are located at 100 Industrial Lane, Huntington, West Virginia 25702.

Safe Harbor Statement

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995.  Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events, performance and results of operations, and underlying assumptions and other statements that are other than statements of historical facts.  These statements are subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks, contained in statements filed from time to time with the Securities and Exchange Commission.  All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements.  In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.