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
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Date of Report (Date of earliest event reported): May 22, 2015
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Aly Energy Services, Inc. |
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(Exact Name of Registrant as Specified in its Charter) |
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Delaware |
033-92894 |
75-2440201 |
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(State of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3 Riverway, Suite 920
Houston, Texas 77056
(Address of principal executive offices)
Registrant’s telephone number, including area code: 713-333-4000
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 5.07 Submission of Matters to a Vote of Security Holders.
On May 22, 2015, we sent a form of written consent to the holders of a majority of our outstanding shares of common stock to approve the following actions:
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1. |
An amendment to our Certificate of Incorporation to effect a reverse stock split of our common stock (the “Reverse Split”) at a ratio of one-for-twenty shares (1:20). |
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An amendment to our Omnibus Incentive Plan to increase the “Maximum Share Limit” (as defined in such plan) to an aggregate of 15 million shares (750,000 shares on a post Reverse Split basis). |
The Reverse Split will not be effected until the date (the “Effective Date”) which is ten calendar days after the Company has received approval from FINRA for the Reverse Split (the “Effective Date”). On the Effective Date, every 20 shares of our issued and outstanding common stock will be automatically converted into one newly issued and outstanding share of common stock, without any change in the par value per share. Any fractional shares resulting from the Reverse Split will be rounded up to the nearest whole share. We would intend to request approval from FINRA as promptly as practicable if and when the approval of our stockholders for the Reverse Split is obtained.
We are seeking to list our common stock on the NYSE Mkt, which has an initial listing requirement of $3.00 per share. We expect that the implementation of the Reverse Split will result in our common stock trading above this level for a sufficient period to allow us to successfully complete the listing of the common stock on the NYSE Mkt. However, there is no assurance that such listing with the NYSE Mkt will be successful.
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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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Aly Energy Services, Inc. |
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Dated: May 22, 2015 |
By: |
/s/ Munawar H. Hidayatallah |
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Munawar H. Hidayatallah |
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Chairman and CEO |
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