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
August 22, 2011
Date of Report
(Date of earliest event reported)
E.R.C. ENERGY RECOVERY CORPORATION
(Exact name of Registrant as specified in its Charter)
| Delaware | 000-53116 | 22-2301634 |
| (State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) |
| Incorporation) |
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3884 East North Little Cottonwood Rd
Salt Lake City, Utah 84092
(Address of Principal Executive Offices)
(801) 580-4555
(Registrant’s Telephone Number, including area code)
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 14-a-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))
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Item 7.01 Regulation FD Disclosure.
On August 25, 2011, the Company mailed a letter to its shareholders advising them of current activities of the Company and information about prior recapitalizations of the Company’s outstanding common stock effected by written consent of shareholders of the Company owning in excess of a majority of the outstanding voting securities of the Company. A copy of that letter is attached hereto and incorporated herein as Exhibit No. 20.1. See Item 9.01. Also, see Item 8.01.
Item 8.01 Other Events.
On August 22, 2011, the Company filed a Certificate of Correction with the Secretary of State of Delaware reflecting that the amendments to the Company’s Articles of Incorporation effected on July 18, 1997, and outlined in the letter to shareholders dated August 25, 2011, had been effected by written consent of shareholders of the Company owning in excess of a majority of the outstanding voting securities of the Company executed and delivered to the Company in the 60 day period commencing January 13, 1997, and subsequently approved by the Board of Directors on July 17, 1997, rather than having been adopted at a special meeting of the shareholders on January 6, 1997. See Exhibit No. 3.1 attached hereto and incorporated herein by reference. See Item 9.01. A review of the books and records of the Company in July, 2011, also reflected that through a factual mistake or error, the one share for 400 shares reverse split recapitalization reflected in these amendments was not included in the initial written consent of the majority shareholders who adopted these amendments, though Company records indicated that it had been discussed with and approved by the majority shareholders in the 60 day period commencing January 13, 1997. In August, 2011, majority shareholders who had executed and delivered the initial written consent effecting these amendments and who could be located executed and delivered a corrected written consent that included this recapitalization, which corrected consent and related correspondence confirmed that such recapitalization was in fact discussed; that the consent to effect such recapitalization was solicited by management at the time of the initial written consent; that the consenting shareholder had previously consented to such recapitalization at the time of the execution and delivery of the initial written consent; and that the respective consenting shareholders who executed and delivered the corrected written consent desired to amend their initial written consents to include such recapitalization as of its original effective date.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibit No.
Exhibit Description
3.1
Certificate of Correction filed August 22, 2011
20.1
Letter to Shareholders dated August 25, 2011
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
E. R. C. ENERGY RECOVERY CORPORATION
| Date: | 08/25/11 |
| By: | /s/David C. Merrell |
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| David C. Merrell |
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| President and Director |
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Certificate of Correction
of
E.R.C. Energy Recovery Corporation
E.R.C. Energy Recovery Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
1.
The name of the Corporation is: E.R.C. Energy Recovery Corporation.
2.
A Certificate of Amendment of the Corporation (the “Certificate”) was filed with the Secretary of State of the State of Delaware on July 18, 1997. The Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware because it contains an inaccurate description of how the amendments were adopted and there is an error in the calculation of the reduction in the capital accounts of the Corporation resulting from the amendments because of an inaccuracy in the number of outstanding shares indicated in the Certificate.
3.
The inaccuracy or defect in the Certificate is in the SECOND and FOURTH paragraphs thereof, which read as follows:
SECOND:
The following amendments were first adopted by the Board of Directors and then adopted by the stockholders of the Corporation at a special meeting of such stockholders held on the 6th day of January, 1997, in the manner prescribed by Sections 141 and 242, respectively, of the General Corporation Law of Delaware.
FOURTH:
These amendments do reduce the 9,932,975 common shares outstanding to 24,832 common shares, and decrease the stated capital from $99.329 to $24.83.
4.
The SECOND and FOURTH paragraphs of the Certificate are corrected to read as follows:
SECOND:
The following amendments were first adopted by written consent of stockholders who owned a majority of the outstanding voting securities of the Corporation, who duly delivered their respective written and dated consents to the Corporation following solicitation by management of the Corporation in the 60 day period commencing January 13, 1997, and then were adopted by the Board of Directors by unanimous written consent on July 17, 1997, in the manner prescribed by Sections 228, 141 and 242, respectively, of the General Corporation Law of Delaware.
FOURTH:
These amendments do reduce the 8,932,975 common shares outstanding to 22,574 common shares, and decrease the stated capital from $89,330 to $22.57.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be executed by its President, David C. Merrell, and attested to by its Secretary, Michael C. Brown, on this 16th day of August, 2011.
E.R.C. ENERGY RECOVERY CORPORATION
By /s/David C. Merrell
David C. Merrell, President
Attest:
/s/Michael C. Brown
Michael C. Brown, Secretary
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E.R.C. Energy Recovery Corporation
3884 East North Little Cottonwood Rd.
Salt Lake City, Utah 84092
(801-580-4555)
August 25, 2011
Dear Shareholder:
You are receiving this correspondence because you are shown as a record holder of shares of common stock of E.R.C. Energy Recovery Corporation, a Delaware publicly-held corporation formed in 1979, as Energy Recovery Corporation (the “Company”). The Company ceased principal operations in 1989. In 1996, current management was elected, with the intent of reviving the Company as a public company utilized for taking privately-held operating companies public through a process known as a “reverse” merger or acquisition. The Company has no current assets and costs for its current plans have been advanced by its President, David C. Merrell, since 1996. Information about these present limited operations and prospects can be found in the Company’s 10-K Annual Report for the year ended December 31, 2010, filed with the United States Securities and Exchange Commission (the “SEC”) on March 31, 2011, by going to www.sec.gov , selecting “Search for Company Filings” under Filings & Forms; clicking on the first redline commencing with “Company or fund name,…” then inserting “ERC Energy” in the blank box; and then by selecting “Document” next to the particular form you wish to review. 8-K is a Current Report filed about current information that was disclosed at or about the date of filing; 10-Q is a Quarterly Report principally containing financial information on the particular quarter indicated on the cover page and compared to similar periods; and 10-K is an Annual Report that contains information about the Company, its business or prospects, its plan of operations, management, management stockholdings, executive compensation and audited financial statements, among other information.
From 1996 until 2007, the Company was essentially dormant, having only completed two recapitalizations of its outstanding common stock in readiness to seek a “reverse” acquisition or merger. (1) It increased its authorized shares from 10,000,000 shares of $0.01 par value common stock to 50,000,000 shares of $0.001 par value common stock and added a class of 2,000,000 shares of $0.001 par value preferred stock; and it effected a one share for 400 shares reverse split, by consent of shareholders owning in excess of a majority of the outstanding voting securities of the Company, whose consents were solicited by management and delivered to the Company during the 60 day period commencing January 13, 1997, with Board approval following on July 17, 1997; and (2) it increased its authorized shares to 110,000,000 shares, comprised of 100,000,000 shares of $0.001 par value common stock and 10,000,000 shares of $0.001 par value preferred stock; and it effected a one share for 150 shares reverse split, with all fractional shares being rounded up to the nearest whole share, followed by a 100 shares for one share dividend, by written consent of shareholders owning in excess of a majority of the outstanding voting securities of the Company (comprised of members of management) and the unanimous consent of the Board on October 31, 2007.
These recapitalizations reduced the shareholdings of most of the 400 shareholders of the Company to a round lot of approximately 100 shares, with about 10 shareholders owning up to 1,000 shares, and another eight to 10, including members of management, owning in excess of 10,000 shares each. There are presently 368,200 total outstanding shares. Without these recapitalizations, management believes the Company would have little chance of finding any potential candidate for a “reverse” merger or acquisition that would be beneficial to the Company and its shareholders.
The Company’s shares are quoted on the OTCBB under the symbol “ERCX,” though there is no present viable market for these shares; and no such market is anticipated if and until the Company successfully completes a “reverse” acquisition or merger beneficial to it and its shareholders.
The Company is actively pursuing a “reverse” merger or other acquisition opportunity that may be beneficial to the Company and its shareholders, though the present climate for these types of transactions has been limited during the current national financial crisis that has affected the economy for the past several years.
You may contact the Company at the address or telephone number above.
Sincerely,
David C. Merrell, President