Attached files
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| EX-3.01 - EXHIBIT 3.01 - Pegasi Energy Resources Corporation. | ex31.htm |
| EX-99.01 - EXHIBIT 99.01 - Pegasi Energy Resources Corporation. | ex991.htm |
UNITED STATES
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): October 18, 2012 (August 9, 2012)
PEGASI ENERGY RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
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333-134568
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20-4711443
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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218 N. Broadway, Suite 204, Tyler, Texas 75702
(Address of principal executive offices)
Registrant’s telephone number, including area code: (903) 595-4139
Copy of correspondence to:
Marc J. Ross, Esq.
James M. Turner, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, New York 10006
Tel: (212) 930-9700 Fax: (212) 930-9725
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):
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))
| ITEM 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
By resolution dated August 1, 2012, which was effective on August 9, 2012, holders of a majority of the shares of common stock of Pegasi Energy Resources Corporation (the “Company”) approved the following matters by written consent:
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an amendment to the Articles of Incorporation of the Company, as amended, to increase the number of authorized shares of our common stock, par value $.001 per share, from 125,000,000 shares to 150,000,000 shares; and
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granted the Board of Directors the discretion to amend the Company’s Articles of Incorporation to effect a reverse split of the Company’s common stock, at a ratio not less than one-for-two and not greater than one-for-10 (the “Reverse Split”) with the exact ratio to be set within such range in the discretion of the Board of Directors, without further approval or authorization of the Company’s shareholders, provided that, (A) no fractional shares of the Company shall be issued in connection with the Reverse Split and the number of shares to be received by a shareholder shall be rounded up to the nearest whole number of shares in the event that such shareholder would otherwise be entitled to receive a fractional share as a result of the Reverse Split and (B) that the Board of Directors determines to effect the Reverse Split and such amendment is filed with the Secretary of State of the State of Nevada by March 31, 2013
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On October 16, 2012, the Company amended its Articles of Incorporation, as amended, to increase the number of authorized shares of its common stock, par value $.001 per share, from 125,000,000 shares to 150,000,000 shares, by filing Articles of Amendment to the Articles of Incorporation (the “Articles of Amendment”) with the Secretary of State of Nevada to effectuate such amendment. The Articles of Amendment, effective October 16, 2012, is attached to this Form 8-K as Exhibit 3.01 and is incorporated by reference. The Articles of Amendment was authorized by the Board of Directors pursuant to a unanimous consent in lieu of a meeting, and was approved by a majority of the stockholders of the Company as described above.
| ITEM 7.01 |
Regulation FD Disclosure.
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In connection with the Articles of Amendment, on October 18, 2012, the Company mailed notice to all shareholders as required pursuant to Section 78.370 of the Nevada General Corporation Law. A copy of the letter to shareholders is furnished herewith as Exhibit 99.01.
The information in this Item 7.01 of this Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. The information in this Item 7.01 of this Form 8-K also shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference. This report under Item 7.01 is not deemed an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD.
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ITEM 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
| 3.01 | Certificate of Amendment to the Articles of Incorporation, as filed with the Secretary of State of the State of Nevada on October 16, 2012. | |
| 99.01 | Form of letter to shareholders from the Company, dated October 18, 2012. |
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SIGNATURE
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.
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PEGASI ENERGY RESOURCES CORPORATION
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Dated: October 18, 2012
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By: /s/ JONATHAN WALDRON |
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Jonathan Waldron
Chief Financial Officer
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