-----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, P3ppSumUMS03OyvSc30hyBJXFL6Vaqlc8IQsLo+ma8fM32Gm59sxKmlGwVS6hhBm Wb+U42QUrCr5V4KHoFGzGg== 0000081318-08-000008.txt : 20080724 0000081318-08-000008.hdr.sgml : 20080724 20080724120242 ACCESSION NUMBER: 0000081318-08-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080701 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year FILED AS OF DATE: 20080724 DATE AS OF CHANGE: 20080724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PYRAMID OIL CO CENTRAL INDEX KEY: 0000081318 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 940787340 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32989 FILM NUMBER: 08967539 BUSINESS ADDRESS: STREET 1: 2008 21ST ST CITY: BAKERSFIELD STATE: CA ZIP: 93301 BUSINESS PHONE: 6613251000 MAIL ADDRESS: STREET 1: P O BOX 832 CITY: BAKERSFIELD STATE: CA ZIP: 93302 8-K 1 form8kamend.txt AMENDMENT - ARTICLES OF INCORPORATION 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 1, 2008 PYRAMID OIL COMPANY (Exact name of registrant as specified in its charter) Commission File Number 0-5525 CALIFORNIA 94-0787340 (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 2008 - 21ST. STREET BAKERSFIELD, CALIFORNIA 93301 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (661) 325-1000 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: [ ] 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 240.14e-4(c)) 2 Item 5.01. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On July 1, 2008, Pyramid Oil Company (the Company) amended its Articles of Incorporation to provide that each four outstanding shares of the Company's common stock automatically shall be split into five shares and that, in lieu of fractional shares, any fractional share shall be rounded up to the nearest full share. The effective date of the stock split is July 7, 2008, and the stock split is applicable to shares of the Company's common stock that were outstanding at the close of business on the record date of June 24, 2008. A copy of the Company's Certificate of Amendment of Articles of Incorporation is attached to this Current Report on Form 8-K as Exhibit 99.1. The Company was not advised until July 21, 2008, that the amendment was filed on July 1, 2008. Item 9.01. Financial Statements and Exhibits Exhibit 99.1 Certificate of Amendment of Articles of Incorporation of Pyramid Oil Company 3 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. PYRAMID OIL COMPANY (Registrant) Dated: July 21, 2008 By: /s/JOHN H. ALEXANDER --------------------- Name: John H. Alexander Title: Chief Executive Officer EX-99 2 amendarticlesplit.txt EXHIBIT 99.1 1 EXHIBIT 99.1 PYRAMID OIL COMPANY CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION JOHN H. ALEXANDER and LEE G. CHRISTIANSON certify that: 1. They are the president and secretary, respectively, of PYRAMID OIL COMPANY, a California corporation. 2. ARTICLE SIXTH of the Articles of Incorporation of this corporation is amended as follows: SIXTH: This corporation is authorized to issue only one class of no par shares of stock; and the total number of shares which this corporation is authorized to issue is 10,000,000. Upon the effective date of this amendment, each four outstanding shares shall be split into five shares. No fractional shares shall be issued in connection with this amendment, but in lieu thereof, any fractional share shall be rounded up to the nearest full share. 3. The foregoing amendment to the Articles of Incorporation has been approved by the Board of Directors of this corporation. 4. The foregoing amendment to the Articles of Incorporation may be adopted with approval by the Board of Directors alone, pursuant to California Corporation Code Section 902(c). /s/ JOHN H. ALEXANDER --------------------- John H. Alexander President /S/LEE G. CHRISTIANSON ---------------------- Lee G. Christianson Secretary 2 The Undersigned declare under penalty of perjury that the matters set forth in the foregoing Certificate are true of their own knowledge. Executed at Bakersfield, California on June 8, 2008. /s/ JOHN H. ALEXANDER --------------------- John H. Alexander President /s/LEE G. CHRISTIANSON ---------------------- Lee G. Christianson Secretary -----END PRIVACY-ENHANCED MESSAGE-----