8-K 1 bdco8k122607.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 (Date of earliest event reported): December 26, 2007 (December 19, 2007) Blue Dolphin Energy Company (Exact name of registrant as specified in its charter) Delaware 0-15905 73-1268729 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 801 Travis Street, Suite 2100 Houston, TX 77002 (Address of principal executive office and zip code) (713) 227-7600 (Registrant's telephone number, including area code) (Not Applicable) (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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 19, 2007, the Board of Directors of the registrant amended Article II of the registrant's bylaws to allow shares of its capital stock to be uncertificated. The amendments to the bylaws are in response to a requirement by the NASDAQ Stock Market that all listed securities be eligible for a direct registration system by January 1, 2008. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit -------------- ---------------------- 3.1 Amended and Restated Bylaws 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. Date: December 26, 2007 Blue Dolphin Energy Company /s/ Gregory W. Starks --------------------------------------- Vice President, Treasurer and Secretary INDEX TO EXHIBITS Exhibit Number (a) Description of Exhibit -------------- 3.1 Amended and Restated Bylaws