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EX-3.3 - AMENDED AND RESTATED BYLAWS OF ALPHA NATURAL RESOURCES, INC - Alpha Natural Resources, Inc.anr2014826exhibit33.htm
EX-3.3.1 - AMENDED AND RESTATED BYLAWS OF ANR, INC.(MARKED TO SHOW CHANGES) - Alpha Natural Resources, Inc.anr2014826exhibit331.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): August 26, 2014 (August 20, 2014)

ALPHA NATURAL RESOURCES, INC.
(Exact name of registrant as specified in its charter)

 
 
 
 
 
Delaware
 
001-32331
 
42-1638663
(State or other jurisdiction of
 
(Commission File Number)
 
(IRS Employer
incorporation)
 
 
 
Identification No.)

One Alpha Place, P.O. Box 16429
Bristol, VA 24209
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (276) 619-4410

(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:

[  ] 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.
 
(a)           Amendment and Restatement of Bylaws
 
On August 20, 2014, the Board of Directors of Alpha Natural Resources, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately, to add Article IX, Section 9.01 to require that Delaware be the exclusive forum for derivative and certain other suits unless the Company consents in writing to the selection of an alternative forum.
 
The above description is qualified in its entirety by the Bylaws which are attached hereto as Exhibit 3.3 and incorporated herein by reference.  Additionally, a copy of the Bylaws marked to show changes to the former bylaws is included as Exhibit 3.3.1 hereto.








Item 9.01 Financial Statements and Exhibits.
 
(d)           Exhibits
 
Exhibit No.
Description
3.3
Amended and Restated Bylaws of Alpha Natural Resources, Inc.
3.3.1
Amended and Restated Bylaws of Alpha Natural Resources, Inc. (marked to show changes from former bylaws).

 





SIGNATURES
 
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.
 
 
 
 
 
 
 
 
Alpha Natural Resources, Inc.
 
 
 
 
 
Date:  August 26, 2014
 
By:
 
/s/ William L. Phillips III
 
 
 
 
Name: William L. Phillips III
 
 
 
 
Title: Assistant Secretary







Exhibit Index

Exhibit No.
Description
3.3
Amended and Restated Bylaws of Alpha Natural Resources, Inc.
3.3.1
Amended and Restated Bylaws of Alpha Natural Resources, Inc. (marked to show changes from former bylaws).