Attached files
| file | filename |
|---|---|
| EX-3.1 - Green Brick Partners, Inc. | v210392_ex3-1.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): February 2, 2011
BioFuel
Energy Corp.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-33530
|
20-5952523
|
||
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
||
|
of
incorporation)
|
Identification
No.)
|
1600
Broadway, Suite 2200
Denver,
CO 80202
(Address
of principal executive offices, including zip code)
(303)
640-6500
(Registrant’s
telephone number including area code)
(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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
On February 2, 2011, the amended and
restated certificate of incorporation of BioFuel Energy Corp. (the “Company”),
in the form attached hereto as Exhibit 3.1, became effective. The amended and
restated certificate of incorporation increases the number of authorized shares
of the Company’s common stock from 100,000,000 to 140,000,000 and increases the
number of authorized shares of the Company’s class B common stock from
50,000,000 to 75,000,000.
|
Item 5.07
|
Submission
of Matters to a Vote of Security
Holders
|
On February 2, 2011, the Company held a
special meeting of its stockholders, at which stockholders voted in favor of the
proposals described below. The special meeting was called in
connection with the Company’s previously announced rights offering that expired
on January 28, 2011 of subscription rights to purchase depositary shares
representing shares of series A non-voting convertible preferred stock of the
Company. Of the 32,577,713 total shares of voting stock outstanding
as of December 27, 2010, the record date for the meeting, 81% were voted in
favor of a proposal to amend the Company’s Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of common stock from
100,000,000 to 140,000,000 and class B common stock from 50,000,000 to
75,000,000. Approval of this proposal required the affirmative vote
of a majority of the votes eligible to be cast on the proposal at the special
meeting. Of the 22,098,990 votes cast by the Company’s stockholders
on the second proposal, which represents approximately 68% of the Company’s
total shares of voting stock outstanding as of the record date, 99% of the votes
were in favor of (i) the issuance of all shares of common stock issuable upon
the conversion of all shares of series A non-voting convertible preferred stock
underlying the depositary shares purchased in connection with the rights
offering and related transactions, (ii)(A) the issuance of all shares of class B
common stock issuable upon the conversion of all preferred membership interests
and class B preferred membership interests (if any) in BioFuel Energy, LLC (the
“LLC”) that holders of membership interests in the LLC (other than the Company)
purchase in the LLC’s concurrent private placement and related transactions and
(B) the issuance of all shares of common stock issuable upon the elective
exchange of membership interests in the LLC received by such persons following
the conversion of all preferred membership interests in the LLC and (iii) the
issuance of warrants (if issued pursuant to the terms of the Company’s bridge
loan facility) and of all shares of common stock issuable upon the exercise of
the warrants assuming that such warrants are issued. Approval of this
proposal required the affirmative vote of a majority of the votes cast on the
proposal at the special meeting.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit Number
|
Description
|
|
|
3.1
|
|
Amended
and Restated Certificate of Incorporation of BioFuel Energy
Corp.
|
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.
|
BIOFUEL
ENERGY CORP.
|
|||
|
Date:
February 8, 2011
|
|||
|
By:
|
/s/
Scott H. Pearce
|
||
|
Name:
|
Scott
H. Pearce
|
||
|
Title:
|
President
and Chief Executive
Officer
|
||
Exhibit
Index
|
Exhibit Number
|
Description
|
|
|
3.1
|
|
Amended
and Restated Certificate of Incorporation of BioFuel Energy
Corp.
|