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) February 23, 2012
BE Resources Inc.
(Exact name
of registrant as specified in its charter)
| Colorado | 000-53811 | 42-1737182 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer Identification No.) |
| of incorporation) | File Number) |
360 Bay Street, Suite 500, Toronto, Ontario, Canada M5H 2V6
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number including area code: (416) 361-0737
N/A
(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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As of February 23, 2012, BE Resources Inc.’s (the “Corporation”) President and Chief Executive Officer, Jon Pereira, began being paid a monthly salary of Cdn$10,000, of which Cdn$5,000 is paid to Mr. Pereira and the balance of which is accruing until such time as the Board of Directors of the Corporation determines that the Corporation is sufficiently stable to be able to pay the accrual.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 23, 2012, the Board of Directors approved the amendment of the Corporation’s articles of incorporation to remove Article XII in its entirety, which had named the Corporation’s prior registered agent in the United States. The Corporation has appointed CT Corporation to act as its registered agent in the United States. The amendment to the Articles of Incorporation became effective with the Colorado Secretary of State on April 18, 2012. The amendment to the articles of incorporation is attached as Exhibit 3.1.1 to this Form 8-K.
Effective April 19, 2012, the Board of Directors amended the Corporation’s Bylaws to provide that the Corporation’s annual meeting of shareholders must be held on a date not less frequent than once during every calendar year. Previously, the Bylaws provided that the annual meeting must be held on a date not less frequent than once every 365 days. The amendment to the bylaws is attached as Exhibit 3.2.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 3.1.1 | |
| 3.2.1 |
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.
| BE RESOURCES INC. | |
| Date: April 23, 2012 | By: /s/ Carmelo Marrelli |
| Name: Carmelo Marrelli | |
| Title: Chief Financial Officer |
Exhibit 3.1.1
STATE OF COLORADO
ARTICLES OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
BE RESOURCES
INC.
BE Resources Inc., a Colorado corporation (the “Corporation”), does hereby certify:
THAT the board of directors of the Corporation (the “Board”), adopted and approved a resolution setting forth the proposed amendment of the Articles of Incorporation of the Corporation. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Articles of Incorporation of the Corporation be amended by deleting the Article thereof numbered “XII REGISTERED OFFICE AND REGISTERED AGENT.”
AND THAT said amendment was duly adopted in accordance with the provisions of the Business Corporation Act and the Bylaws of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused this to be signed this 18th day of April, 2012.
BE RESOURCES INC.
By: /s/ Jon
Pereira
Jon Pereira
Chief Executive Officer, President and Director
Exhibit 3.2.1
AMENDMENT TO
BYLAWS
OF
BE
RESOURCES INC.
Section 1, Paragraph A of Article II of the Bylaws of BE Resources Inc., a Colorado corporation (the “Corporation”), is replaced in its entirety as follows:
A. Time and Place. The Annual Meeting of the Shareholders of the Corporation, commencing with the year of incorporation, shall be determined by the Board of Directors on a date not less frequent than once during every calendar year.