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): June 1, 2018
| CARBON ENERGY CORPORATION |
| (Exact name of registrant as specified in charter) |
| Delaware | 000-02040 | 26-0818050 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1700 Broadway, Suite 1170, Denver, Colorado | 80290 | |
| (Address of principal executive offices) | (Zip code) |
| (720) 407-7043 | ||
| (Registrant’s telephone number including area code) |
| CARBON NATURAL GAS 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 (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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13a of the Exchange Act. ☐
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Carbon Natural Gas Company, a Delaware corporation (the “Company”), filed a certificate of amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation with the office of the Secretary of State of the State of Delaware, pursuant to which (i) the Company changed its name to “Carbon Energy Corporation” (the “Name Change”) and (ii) increased the number of authorized shares of its $0.01 par value common stock (the “Common Stock”) from ten million (10,000,000) to thirty-five million (35,000,000) (the “Authorized Stock Increase”). In accordance with the Delaware General Corporation Law, the Board of Directors of the Company (the “Board”) approved the Name Change without stockholder approval. The Authorized Stock Increase was approved by the holders of a majority of the issued and outstanding shares of Common Stock and Series B Convertible Preferred Stock by a written consent dated April 23, 2018. The Certificate of Amendment was filed May 1, 2018 with a delayed effective date of June 1, 2018. The Board also approved an administrative amendment to the Company’s Amended & Restated Bylaws to reflect the Name Change (“Amendment No. 1 to Amended & Restated Bylaws”).
The foregoing summary of the Certificate of Amendment and Amendment No. 1 to Amended & Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment and Amendment No. 1 to Amended & Restated Bylaws, copies of which are attached hereto as Exhibit 3(i) and Exhibit 3(ii) and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
| CARBON ENERGY CORPORATION | ||
| June 4, 2018 | ||
| /s/ Patrick R. McDonald | ||
|
Patrick R. McDonald, Chief Executive Officer |
| 2 |
Exhibit 3(i)
State of Delaware Secretary of State Division of Corporations Delivered 09:14 AM 05/01/2018 FILED 09:14 AM 05/01/2018 SR 20183198745 - FileNumber 4411454 |
Certificate of Amendment
to the
Amended and Restated Certificate of Incorporation
Of
Carbon Natural Gas Company
This Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Carbon Natural Gas Company (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, is hereby duly adopted pursuant to and in accordance with the provisions of Section 242 of the Delaware General Corporation Law.
1. Article 1 of the Amended and Restated Certificate of Incorporation of Carbon Natural Gas Company is hereby deleted and replaced in its entirety by the following:
“The name of the Corporation is Carbon Energy Corporation.”
2. Section 4.1 of Article 4 of the Amended and Restated Certificate of Incorporation of Carbon Natural Gas Company is hereby deleted and replaced in its entirety by the following:
“4.1 Authorized Shares. The total number of shares of stock that the Corporation shall have authority to issue is Thirty Six Million (36,000,000) shares, consisting of (i) Thirty Five Million (35,000,000) shares of common stock, each with par value of $0.01 (the “Common Stock”) and (ii) One Million (1,000,000) shares of preferred stock, each with par value of $0.01 (the “Preferred Stock”).”
IN WITNESS WHEREOF, the undersigned authorized officer of the Corporation, for the purpose of amending the Amended and Restated Certificate of Incorporation pursuant to the Delaware General Corporation Law, does hereby make and file this Certificate of Amendment, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set his hand this 1st day of May, 2018.
This Certificate of Amendment shall become effective June 1, 2018.
| /s/ Kevin D. Struzeski | |
| Kevin D. Struzeski, | |
| Chief Financial Officer, | |
| Secretary and Treasurer |
Exhibit 3(ii)
AMENDMENT No. 1
TO THE AMENDED & RESTATED BYLAWS
OF
CARBON NATURAL GAS COMPANY
WHEREAS, effective as of June 1, 2018, the name of Carbon Natural Gas Company (the “Corporation”) was changed to “Carbon Energy Corporation;” and
WHEREAS, pursuant to the authority provided by Section 109 of the Delaware General Corporation Law, Article 6 of the Corporation’s Amended and Restated Certificate of Incorporation, as amended, and Article 13 of the Corporation’s Amended & Restated Bylaws, the Board of Directors of the Corporation is authorized and empowered to repeal, alter or amend the Corporation’s bylaws or adopt new bylaws for the Corporation; and
WHEREAS, the Board of Directors has determined that it is in the best interest of the Corporation to amend the Amended & Restated Bylaws to reflect the new name of the Corporation as set forth below (“Amendment No. 1 to the Amended & Restated Bylaws”).
NOW, THEREFORE, the Board of Directors hereby amends the Amended & Restated Bylaws to change the name of the Corporation from “Carbon Natural Gas Company” to “Carbon Energy Corporation.”
Except as modified by this Amendment No. 1 to the Amended & Restated Bylaws, the Amended & Restated Bylaws shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the undersigned authorized officer of the Corporation, for the purpose of amending the Amended & Restated Bylaws of Carbon Natural Gas Company, does declare and certify that the facts herein stated are true, and accordingly has hereunto set his hand this 1st day of June, 2018.
| /s/ Kevin D. Struzeski | |
| Kevin D. Struzeski, | |
| Chief Financial Officer, | |
| Secretary and Treasurer |