-----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, C6tiN6n5GuVffk8gm68/Py4QZ9ZqHDscCbmidXc2bAtVCDYoaLj8Zzw/Vkfvw9mC 4eiVoedNlrcMjcGs+gfJRg== 0001014909-07-000095.txt : 20071127 0001014909-07-000095.hdr.sgml : 20071127 20071127091844 ACCESSION NUMBER: 0001014909-07-000095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071126 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year FILED AS OF DATE: 20071127 DATE AS OF CHANGE: 20071127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMPIRE MINERALS CORP CENTRAL INDEX KEY: 0001402747 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 223091075 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52696 FILM NUMBER: 071267871 BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 917-331-4321 MAIL ADDRESS: STREET 1: 410 PARK AVENUE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 f8k_26nov2007dominion.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: November 26, 2007 DOMINION MINERALS CORP. (Exact Name of Registrant as Specified in Charter) Delaware 000-52696 22-3091075 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification #) 410 Park Avenue, 15th Floor, New York, NY 10022 (Address of Principal Executive Office) (212) 231-8171 (Registrant's telephone number, including area code) Empire Minerals Corp. (Former name, former address and former fiscal year, if changed since last report) [ ] 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 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 26, 2007, Empire Minerals Corp., a Delaware corporation (the "Company"), changed its name to "Dominion Minerals Corp." The Company is applying for a new ticker symbol with the NASDAQ. Until the new symbol has been issued for use by the NASDAQ, the Company's common stock will continue to trade under the symbol EMPL on the OTC pink sheets. The change in name did not require stockholder approval, and the outstanding shares of common stock will not be affected by the change in name. The change was accomplished through a short form merger with a newly formed, wholly owned subsidiary of the Company pursuant to Section 253 of the Delaware General Corporation Law. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description -------------- ----------- 3.1 Certificate of Ownership Merger and Name Change 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. DOMINION MINERALS CORP. By: /s/ DIEGO E. ROCA -------------------------------------- Diego E. Roca, Chief Financial Officer November 26, 2007 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 3.1 Certificate of Ownership Merger and Name Change EX-3 2 exh3_1.txt EXHIBIT 3.1 ----------- CERTIFICATE OF OWNERSHIP MERGER AND NAME CHANGE OF EMPIRE MINERALS, CORP. (a Delaware corporation) AND DOMINION MINERALS CORP. (a Delaware corporation) UNDER SECTION 253 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE The undersigned corporation organized and existing under and by virtue of the General corporation Law of the State of Delaware, DO HEREBY CERTIFY: FIRST: That the name and state of incorporation of each of the constituent corporations of the merger are as follows: NAME STATE OF INCORPORATION ---- ---------------------- Empire Minerals, Corp. Delaware Dominion Minerals Corp. Delaware SECOND: That 100% of the outstanding stock of Dominion Minerals Corp. is owned by Empire Minerals Corp. THIRD: The name of the surviving corporation of the merger is Empire Minerals, Corp., which will continue its existence as said surviving corporation under the name Dominion Minerals Corp. FOURTH: That the Certificate of Incorporation of Empire Minerals, Corp., a Delaware corporation, the surviving corporation, shall be the Certificate of Incorporation of the surviving corporation, except that the FIRST article relating to the name shall be deleted in its entirety and replaced with the following article: "FIRST: The name of the corporation is Dominion Minerals Corp. FIFTH: That the members of the Board of Directors of Empire Minerals, Corp. unanimously adopted the following resolution by written consent on the 26th day of November, 2007: RESOLVED, that the Company's wholly-owned subsidiary, Dominion Minerals Corp., be merged with and into the Company, and that upon the filing of the appropriate certificate of Merger with the Secretary of State of the State of Delaware, the Company's name shall be changed to Dominion Minerals Corp. SIXTH: This merger shall be effective on November 26, 2007. IN WITNESS WHEREOF, the undersigned have executed this Certificate this 26th day of November, 2007. EMPIRE MINERALS, CORP. By: Diego E. Roca ---------------------------------- Name: Diego E. Roca Title: Chief Financial Officer DOMINION MINERALS CORP. By: Diego E. Roca ---------------------------------- Name: Diego E. Roca Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----