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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 6, 1998
MARCUM NATURAL GAS SERVICES, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 0-19793 84-11698358
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1675 BROADWAY, SUITE 2150, DENVER, COLORADO 80202
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (303) 592-5555
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On July 6, 1998, Marcum Natural Gas Services, Inc., a Delaware
corporation (the "Company"), filed a Certificate of Amendment to its Restated
Certificate of Incorporation, as amended, effecting a 1-for-4 reverse split of
its Common Stock, par value $.01 per share, effective as of 5:00 p.m., New York,
New York time, on July 6, 1998. A copy of the Certificate of Amendment is
attached as an exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
3.1 Certificate of Amendment to Restated Certificate of
Incorporation, as amended, of Marcum Natural Gas
Services, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MARCUM NATURAL GAS SERVICES, INC.
By: /s/ W. Phillip Marcum
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W. Phillip Marcum
President and Chief Executive Officer
Dated: July 7, 1998
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MARCUM NATURAL GAS SERVICES, INC.
FORM 8-K
DATED JULY 6, 1998
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
3.1 Certificate of Amendment to Restated Certificate of
Incorporation, as amended, of Marcum Natural Gas
Services, Inc.
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED,
OF
MARCUM NATURAL GAS SERVICES, INC.
Marcum Natural Gas Services, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the Corporation
duly called and held, resolutions were duly adopted setting forth a proposed
amendment of the Restated Certificate of Incorporation, as amended, of the
Corporation, declaring such amendment to be advisable and directing that such
proposed amendment be considered at the next annual meeting of the stockholders
of the Corporation.
SECOND: That pursuant to resolution of the Board of Directors, the
annual meeting of the stockholders of the Corporation was duly called and held
on June 12, 1998 upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That such amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That Article Fourth of the Corporation's Restated Certificate
of Incorporation, as amended, is hereby amended by adding the following
provisions to the end thereof:
"Effective as of 5:00 p.m., New York, New York time, on the date this
Certificate of Amendment to the Restated Certificate of Incorporation
amending this Article Fourth is filed with the Secretary of State of
the State of Delaware ("1998 Reverse Split Effective Date"), each four
issued and outstanding shares of Common Stock, par value $.01 per
share, of this Corporation ("Pre-Split Common Stock") shall be
automatically, without further action by the holders of the Pre-Split
Common Stock, converted into one share of Common Stock, par value $.01
per share, of the corporation ("Post-Split Common Stock") to give
effect to a one-for-four reverse stock split ("1998 Reverse Split").
From and after the 1998 Reverse Split Effective Date, each certificate
representing shares of Pre-Split Common Stock shall be deemed to
represent for all purposes the number of shares of Post-Split Common
Stock into which the shares of Pre-Split Common Stock were converted
pursuant to the 1998 Reverse Split, plus the right to receive a cash
payment in lieu of any fractional share as described below.
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No fractional shares of Post-Split Common Stock shall be issued in
connection with the 1998 Reverse Split. In lieu thereof, each holder of
record of shares of Pre-Split Common Stock who would otherwise have
been entitled to receive a fractional share of Post-Split Common Stock
pursuant to the 1998 Reverse Split shall, upon surrender of such
holder's certificates representing shares of Pre-Split Common Stock, be
entitled to receive a cash payment equal to the last sale price of the
Common Stock as reported on the Nasdaq National Market (or, if the
Common Stock is not on the 1998 Reverse Split Effective Date traded on
the Nasdaq National Market, then on the principal stock exchange, stock
market, or stock system on which the Common Stock is traded or quoted)
on the 1998 Reverse Split Effective Date, or, if there is no reported
sale on such date, the average of the last reported high and low bid
prices on such date, multiplied by the fractional share, and such
amount shall in no event accrue any interest. From and after the 1998
Reverse Split Effective Date, all fractional shares shall be canceled
and represent only the right to receive the cash payment described in
this paragraph."
IN WITNESS WHEREOF, Marcum Natural Gas Services, Inc. has caused this
Certificate to be executed by W. Phillip Marcum, its President, this 29th day of
June, 1998.
MARCUM NATURAL GAS SERVICES, INC.
By: /s/ W. Phillip Marcum
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W. Phillip Marcum, President
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