8-k Amendment to Certificate of Incorporation
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): March 3, 2015
NEW JERSEY RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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New Jersey (State or other jurisdiction of incorporation) | | 1-8359 (Commission File Number) | | 22-2376465 (IRS Employer Identification No.) |
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1415 Wyckoff Road Wall, New Jersey | | 07719 |
(Address of principal executive offices) | | (Zip Code) |
(732) 938-1480
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2 below):
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[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] | 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.
On January 20, 2015, the Board of Directors (the “Board”) of New Jersey Resources Corporation (the “Company”) approved an amendment to the first paragraph of Article 4 of the Company's Articles of Incorporation increasing the number of authorized shares of common stock from 75,000,000 to 150,000,000 and the aggregate amount of shares authorized to be issued by the Company from 75,400,000 to 150,400,000, effective March 3, 2015. The amendment was approved by the Board without shareholder action pursuant to New Jersey Business Corporation Act Section 14A:7-15.1(3) in connection with the Company’s two-for-one common stock split.
Attached hereto as Exhibit 3.1 is the Certificate of Amendment of the Articles of Incorporation of the Company.
Item 9.01. Financial Statements and Exhibits
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| (a) | Financial statements of businesses acquired: | Not applicable. |
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| (b) | Pro forma financial information: | Not applicable. |
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| (c) | Exhibits: | |
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| Exhibit Number | Description | |
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| 3.1 | Certificate of Amendment of New Jersey Resources Corporation dated as of January 26, 2015. |
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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| NEW JERSEY RESOURCES CORPORATION |
Date: March 3, 2015 | |
| By: /s/ Glenn C. Lockwood |
| Glenn C. Lockwood Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
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Exhibit Number | Description | |
3.1 | Certificate of Amendment of New Jersey Resources Corporation dated as of January 26, 2015. |