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EX-3.1 - EXHIBIT 3.1 - Broad Street Realty, Inc.v309089_ex3-1.htm

  

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: April 5, 2012

(Date of earliest event reported)

 

Banyan Rail Services Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction

of incorporation)

1-9043

(Commission

File Number)

36-3361229

(I.R.S. Employer

Identification No.)

 

2255 Glades Road, Suite 342-W, Boca Raton, Florida

(Address of principal executive offices)

33431

(Zip Code)

 

561-443-5300

(Registrant’s telephone number, including area code)

 

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 240.13e-4(c))

 

 
 

 

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 5, 2012, the Company filed an amendment to the certificate of designation with the Delaware Secretary of State. The amendment authorizes the issuance of an additional 10,000 shares of its Series C Preferred Stock. The additional terms of the original certificate of designation remain intact. The foregoing description of the amendment is not complete and is qualified in its entirety by reference to the full and complete terms of the amendment, which is attached to this current report as Exhibit 3.1.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

3.1Amendment to Certificate of Designation of Series C Preferred Stock

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Banyan Rail Services Inc.
   
  By: /s/ Jon Ryan
  Name:  Jon Ryan
  Title:    Chief Financial Officer

 

Dated: April 11, 2012

 

 
 

 

EXHIBIT INDEX

 

Exhibit Number   Description
     
3.1   Amendment to Certificate of Designation of Series C Preferred Stock