8-K

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):  December 31, 2009 (December 24, 2009)

HALLADOR ENERGY COMPANY

(Exact name of registrant as specified in its charter)

Colorado	0-14731	84-1014610
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1660 Lincoln Street, Suite 2700, Denver Colorado	80264-2701
(Address of principal executive  offices)	(Zip Code)

Registrant’s telephone number, including area  code:  303-839-5504

Hallador Petroleum Company

(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:

r	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
r	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On December 23, 2009, our board of directors amended Article V Section 2 of our Bylaws to authorize the issuance of uncertificated (electronic) shares to comply with direct registration requirements of the exchanges. The Amendment to the Bylaws is attached hereto as Exhibit 3.2.

(b) On December 23, 2009, a majority of our shareholders representing about 85% of our total shares outstanding approved by written consent the “Second Restated Articles of Incorporation for Hallador Energy Company (the “Articles”).  This restatement of the Articles changed the name of the company to Hallador Energy Company and under Article 4 Section (f) clarified how shareholders may take action by written consent.  The Articles were filed with the State of Colorado on December 24, 2009 and are attached hereto as Exhibit 3.1.

These amendments were effective as of December 24, 2009.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

3.1—Second Restated Articles of Incorporation of Hallador Energy Company

3.2—Amendment to the Bylaws of Hallador Petroleum Company

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.

Date:  December 31, 2009 HALLADOR ENERGY COMPANY By:/s/W. Anderson Bishop       W. Anderson Bishop, CFO

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EX-3.1

Exhibit 3.1

SECOND RESTATED ARTICLES OF INCORPORATION

OF

HALLADOR ENERGY COMPANY

Hallador Energy Company (the “Corporation”), a corporation organized and existing under Colorado law, does hereby certify that the board of directors of the Corporation (the “Board of Directors”) and the shareholders of the Corporation adopted these Second Restated Articles of Incorporation (the “Articles”) by resolutions receiving the affirmative vote of the holders of a majority of the shares entitled to vote thereon.  The number of shares voted for the amendment was sufficient for approval.  These Articles restate and supersede the original Articles of Incorporation, the Restated Articles of Incorporation and all amendments thereto.

ARTICLE I.  The name of the Corporation shall be Hallador Energy Company.

ARTICLE II.  The term for which the Corporation is to exist is perpetual.

ARTICLE III.  (a)  The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the laws of Colorado.

(b)The Corporation shall have and may exercise all of the rights, powers and privileges now or hereafter conferred upon corporations organized under the laws of Colorado.

ARTICLE IV.  (a)  The aggregate number of shares of capital stock which the Corporation is authorized to issue is 110,000,000 shares, consisting of 100,000,000 shares of common stock, par value $0.01, and 10,000,000 shares of preferred stock, par value $0.10, issuable in series.

(b)The Board of Directors is authorized, subject to limitations prescribed by Colorado law and the provisions of this Article IV to divide the preferred stock into series and fix and determine the relative rights and preferences of the shares of any series so established.

(c)The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:

(i)The number of shares constituting that series and the distinctive designation of that series;

(ii)The divided rate on the shares of that series, the time of payment of dividends, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

(iii)Whether shares of that series shall having voting powers, in addition to the voting powers provided by law, and, if so, the terms of such voting powers;

(iv)Whether shares of that series shall have conversion privileges, and, if so, the terms and conditions on which such shares may be converted, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(v)Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the redemption price, which amount may vary under different conditions and at different redemption rates;

(vi)Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

(vii)The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and

(viii)Any other relative rights, preferences and limitations of that series.

Any of the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of any such series of preferred stock may be made dependent upon facts ascertainable outside these Articles or of any amendment hereto, or outside the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors pursuant to authority expressly vested in it by these provisions, provided that such facts and the manner in which such facts shall operate upon the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of such series of stock are clearly and expressly set forth in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors.

(d)Each shareholder of record shall have one vote for each share of common stock standing in his name on the books of the Corporation and entitled to vote.  Cumulative voting shall not be allowed in the election of directors or for any other purpose.

(e)At all meetings of shareholders, one-third of the shares entitled to vote at such meeting represented in person or by proxy shall constitute a quorum, and at any meeting at which a quorum is present, the affirmative vote of a majority of the shares represented at such meeting and entitled to vote on the subject matters shall be the act of the shareholders; except that the following actions shall require the affirmative vote or concurrence of the holders of at least a majority of all of the outstanding shares of the Corporation entitled to vote thereon:  (1) adopting an amendment or amendments to these Articles, (2) lending money to, guaranteeing the obligations of or otherwise assisting any of the directors of the Corporation, (3) authorizing the sale, lease, exchange or other disposition of all or substantially all of the property and assets of the Corporation, with or without its goodwill, not in the usual and regular course of business, (4) approving a plan of merger or consolidation, (5) adopting a resolution submitted by the Board of Directors to dissolve the Corporation, and (6) adopting a resolution submitted by the Board of Directors to revoke voluntary dissolution proceedings.

(f)Any action required or permitted under Colorado law to be taken by the shareholders may be taken by the shareholders without a meeting as evidenced by the written consent of the shareholders holding at least a majority of all of the outstanding shares of the Corporation entitled to vote thereon, unless a greater percentage is required by Colorado law or these Articles.

(g)The Board of Directors may from time to time distribute to the shareholders in partial liquidation, out of either stated capital or capital surplus of the Corporation, a portion of its assets, in cash or property, subject to the limitations contained in the statutes of Colorado.

ARTICLE V.  (a)  The Corporation shall have the right to indemnify any person to the fullest extent allowed by the laws of Colorado.

(b)A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for acts specified in Section 7-108-403 of the Colorado Business Corporation Act, or (iv) for any transaction from which the director directly or indirectly derived an improper personal benefit.  If the Colorado Business Corporation Act is amended after approval by the shareholders of this Article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Colorado Business Corporation Act, as so amended.

(c)Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE VI.  The registered agent of the Corporation shall be Victor P. Stabio and the office of its registered office shall be:

1660 Lincoln Street, Suite 2700

Denver, Colorado 80264

ARTICLE VII.  The address of the Corporation’s principal place of business shall be:

1660 Lincoln Street, Suite 2700

Denver, Colorado 80264

ARTICLE VIII.  The number of directors of the Corporation shall be not less than three nor more than fifteen, as determined from time to time by the Board of Directors.

ARTICLE IX.  No holder of any shares of any class of stock of the Corporation shall, as such holder, have any preemptive or preferential right to receive, purchase, or subscribe to (1) any unissued or treasury shares of any class of stock, whether now or hereafter authorized, of the Corporation, (2) any obligations, evidences of indebtedness, or other securities of the Corporation convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase, or subscribe to, any such unissued or treasury shares, (3) any warrant or option for the purchase of, any of the foregoing securities, or (4) any other securities that may be issued or sold by the Corporation, other than such (if any) as the Board of Directors of the Corporation, in its sole and absolute discretion, may determine from time to time.

IN WITNESS WHEREOF, the Corporation has caused this Second Restated Articles of Incorporation to be executed by its duly authorized officer as of this 23rd day of December 2009.

Victor P. Stabio, Chief Executive Officer

Teressa Jones, Assistant Secretary

EX-3.2

Exhibit 3.2

AMENDMENT TO

BYLAWS OF

HALLADOR PETROELUM COMPANY

a Colorado corporation

Hallador Petroleum Company (the “Corporation”), a corporation organized and existing under Colorado law, does hereby certify that the board of directors of the Corporation (the “Board of Directors”) adopted this Amendment to the Bylaws of Hallador Petroleum Company (the “Bylaws”) by unanimous written consent of the Board of Directors.

1.Amendment.

(a)Article V, Section 2 of the Bylaws is hereby amended and restated in its entirety to read as follows:

“Section 2.  Stock Certification.  The shares of the Corporation shall be represented by certificates; provided, however, the Board may authorize the issuance by the Corporation of some or all of the shares of any or all classes or series of the Corporation’s stock without certificates.

(a)           Certificated shares shall be represented by consecutively numbered certificates signed in the name of the Corporation by its President or Vice President and the Secretary or an Assistant Secretary, and shall be sealed with the seal of the Corporation, or with a facsimile thereof.  The signatures of the Corporation’s officers on any certificate may also be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Corporation itself or an employee of the Corporation.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.  Certificates of stock shall be in such form consistent with law as shall be prescribed by the Board of Directors.  No certificate shall be issued until the shares represented thereby are fully paid.

(b)           The Corporation may adopt a system of issuance, recordation and transfer of its shares by electronic or other means not involving any issuance of certificates, including provisions for notice to purchasers in substitution for any required statements on certificates as may be required by applicable laws, including the Colorado Business Corporation Act.  Any system so adopted shall not become effective as to issued and outstanding certificated securities until the certificates therefore have been surrendered to the Corporation.  Unless otherwise determined by the Board of Directors, each shareholder, upon written request to the Secretary of the Corporation, shall be entitled to a certificate or certificates representing the number of shares held by him or her in the Corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, as long as the same is required by the Colorado Business Corporation Act, the Corporation shall send to the registered owner thereof without charge a written statement of the designation, relative rights, preferences and limitations of the shares of each class authorized to be issued and the other information required by the Colorado Business Corporation Act to be set forth or stated on certificates for stock.”

2.Bylaws Remain in Effect.  Except as expressly provided in Section 1 above, the Bylaws of the Company remain in full force and effect, without modification.

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