Attached files
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EX-4.1 - Glen Rose Petroleum CORP | v206800_ex4-1.htm |
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 22, 2010
GLEN
ROSE PETROLEUM CORPORATION
(Exact
name of registrant as specified in Charter)
Delaware
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001-10179
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87-0372864
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(State or other jurisdiction of
incorporation or organization)
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(Commission File No.)
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(IRS Employee Identification No.)
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22762
Westheimer Parkway
Suite
515
Katy,
Texas 77450
(Address
of Principal Executive Offices)
(832)
437-0329
(Issuer
Telephone number)
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).
¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17
CFR240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)).
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¨
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Pre-commencement
communications pursuant to Rule 13e-(c) under the Exchange Act (17 CFR
240.13(e)-4(c))
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Item 5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On
December 22, 2010, Glen Rose Petroleum Corporation, a Delaware corporation (the
“Company”), filed a Certificate of Designation of Preferences, Rights and
Limitations of Series D Convertible Preferred Stock (the “Designation”), with
the Secretary of State of the State of Delaware for its Series D Convertible
Preferred Stock, par value $.0001 per share (the “Shares”). The Shares are
convertible into 7,000,000 shares of the Company’s common stock, automatically
upon the effectiveness of an amendment to the Company’s articles of
incorporation increasing its authorized common stock to 125 million shares. The
terms of conversion, and other rights and privileges of the Preferred Stock are
provided in the Designation, a copy of which is attached hereto as Exhibit 4.1
and is incorporated herein by reference.
Item 9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(d)
Exhibits
Set forth
below is a list of exhibits to this Current Report on Form 8-K:
Exhibit No.:
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Description:
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4.1
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Certificate
of Designation of Preferences, Rights and Limitations of Series D
Convertible Preferred
Stock.
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SIGNATURES
Pursuant
to the requirement 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.
Glen
Rose Petroleum Corporation
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Date: December
30, 2010
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By:
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/s/ Andrew
Taylor-Kimmins
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Andrew
Taylor-Kimmins
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Chief
Executive Officer
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Exhibits
4.1
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Certificate
of Designation of Preferences, Rights and Limitations of Series D
Convertible Preferred Stock.
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