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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) July 30, 1998
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COMPOST AMERICA HOLDING COMPANY, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 0-27832 22-2603175
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
320 Grand Avenue Englewood, New Jersey 07631
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 541-9393
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N/A
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(Former name or former address, if changed since last report.)
PLEASE ADDRESS ALL CORRESPONDENCE TO: Mark Gasarch, Esq.
40 West 57th Street
33rd Floor
New York, New York 10019
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ITEM 5. OTHER EVENTS
On July 30, 1998, following shareholder approval, the Company amended its
Restated Certificate of Incorporation to increase its number of authorized
common shares, no par value, from 50,000,000 to 100,000,000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) - none
(c) Exhibits 3.1 - Certificate of Amendment to Restated Certificate of
Incorporation
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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.
Date: August 11, 1998
COMPOST AMERICA HOLDING COMPANY, INC.
(Registrant)
By: /s/ Roger E. Tuttle
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Roger E. Tuttle, President
(Principal Executive Officer)
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Exhibit 3.1
FEDERAL EMPLOYER IDENTIFICATION NO. 22-2603175
CERTIFICATE OF AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION
OF
COMPOST AMERICA HOLDING COMPANY, INC.
Pursuant to the provision of Section 14A:9-2, of the New Jersey
Business Corporation Act, the undersigned corporation executes the following
Certificate of Amendment to Restated Certificate of Incorporation:
1. The name of the corporation is:
Compost America Holding Company, Inc.
2. The Restated Certificate of Incorporation of Compost America
Holding Company, Inc. is amended by deleting in its entirety the first
paragraph of Article THIRD thereof and substituting therefor the following
new first paragraph of Article THIRD.
"The aggregate number of shares which the Corporation shall have the
authority to issue is One Hundred and Twenty-Five Million (125,000,000)
shares, of which One Hundred Million (100,000,000) shares shall be Common
Stock with no par value and Twenty Five million (25,000,000) shares shall be
Preferred Stock with no par value."
3. The foregoing amendment was adopted by the shareholders of the
corporation at a special meeting held on the 30th day of July, 1998.
4. The number of shares outstanding was 40,581,572. The number of
shares entitled to vote for the amendment was 40,581,572.
5. The number of shares voting for the amendment was 24,576,911; the
number of shares voting against the amendment was 395,000.
6. The amendment was not intended to provide for an exchange,
reclassification or cancellation of issued shares.
7. The amendment shall become effective upon filing in the office of
the Secretary of State.
Dated this 30th day of July, 1998
COMPOST AMERICA HOLDING
COMPANY, INC.
By /s/ Roger E. Turtle
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Roger E. Turtle, President
