WWW.EXFILE.COM, INC. -- 888-775-4789 -- N.A. GALVANIZING and COATINGS, INC. -- FORM 8-K
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: April 2, 2009)
North
American Galvanizing & Coatings, Inc.
(Exact
name of registrant as specified in charter)
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Delaware
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1-3920
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71-0268502
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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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5314
South Yale Avenue, Suite 1000, Tulsa, Oklahoma 74135
(Address
of principal executive
offices) (Zip
Code)
(Registrant's
telephone number, including area code): (918) 494-0964
NOT
APPLICABLE
(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))
ITEM
5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
As of
April 2, 2009, the holders of a majority of the outstanding shares of common
stock of North American Galvanizing & Coatings, Inc. (the “Company”)
provided written consent approving an amendment to the Company’s Restated
Certificate of Incorporation, as amended, pursuant to the Company’s consent
solicitation authorized by the Company’s Board of Directors. Through
the written consent, the holders of a majority of the outstanding shares of the
Company’s common stock approved an increase in the number of authorized shares
of the Company’s common stock from 18,000,000 shares to 25,000,000
shares.
Only
stockholders who owned shares of the Company’s common stock, as of the close of
business on February 27, 2009, were eligible to provide their written
consent.
The
Company filed a Certificate of Amendment of the Restated Certificate of
Incorporation, as amended, with the Secretary of State of Delaware on April 2,
2009, which provides that the aggregate number of shares of the Company’s common
stock which the Company shall have authority to issue is 25,000,000
shares.
ITEM
8.01 – Other Information
As of
April 2, 2009, the holders of a majority of the outstanding shares of the
Company’s common stock consented to an amendment to the Company’s Restated
Certificate of Incorporation, as amended, as described in Item 5.03
above.
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.
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North
American Galvanizing & Coatings, Inc.
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Date:
April 3, 2009
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By:
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/s/ Beth
B. Hood |
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Beth
B. Hood |
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Vice
President and Chief Financial Officer |
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