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):   January 29, 2010




Winrock International, Inc.

 (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

 


Delaware

000-53702

 

(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

(COMMISSION FILE NO.)

(IRS EMPLOYEE IDENTIFICATION NO.)

 


c/o U.S. Salt Mining International, Corp.

 P.O. Box 415

Canton, TX 75103

_____________________________________________

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


214-762-8498

______________________________

(ISSUER TELEPHONE NUMBER)


2000 Hamilton Street, #943, Philadelphia, PA 19130

 (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


FORWARD LOOKING STATEMENTS


This Form 8-K and other reports filed by Registrant from time to time with the U.S. Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.


Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.




ITEM 5.03

AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.


On January 29, 2010, the Company’s Board of Directors approved to change the name of the Registrant from “Winrock International, Inc.” to “U.S. Salt Mining International, Corp.” 


The name change was also approved by a majority shareholder vote without conducting a shareholders’ meeting as permitted by the Delaware Corporation Act. 


The effective date of this amendment will take place as soon as the Registrant files an amendment to the Registrant’s Certificate of Incorporation, with the Delaware Secretary of State, and receives a notification from the State of Delaware that such change had been made in the corporate charter of the Registrant, and is on file with the State of Delaware.



ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.


(a)

Financial statements of business acquired:

 

None

(b)

Pro Forma Financial Information 

 

None

(c)

Exhibits.


1.1

Amendment to the Certificate of Incorporation of the Registrant to change name to U.S. Salt Mining International, Corp.


1.2

Written Consent by the Majority Shareholder of the Company to change name to U.S. Salt Mining International, Corp.


1.3

Unanimous Written Consent by the Board of Directors of the Registrant approving name change to U.S. Salt Mining International, Corp. 




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.

 

WINROCK INTERNATIONAL, INC.

(Registrant)

 

By:

/s/ Margaret Monroe

 

Name: Margaret Monroe

Title: President and Director

 

 

Dated: January 29, 2010













EXHIBIT 99.1



STATE OF DELAWARE

CERTIFICATION OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

OF

WINROCK INTERNATIONAL, INC.

 

A corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

 

DOES HEREBY CERTIFY:

 

FIRST: That at a meeting of the Board of Directors of Winrock International, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

 

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "First" so that, as amended, said Article shall be and read as follows:

 

The name of the corporation is hereby amended to U.S. Salt Mining International, Corp.

 

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held 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 said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment

 

IN WITNESS WHEREOF, said Winrock International, Inc. has caused this certificate to be signed by Margaret Monroe, an Authorized Officer, this 29th day of January, 2010.

 

/s/ Margaret Monroe

By: _________________________________

Authorized Officer

Title:  President

Name:  Margaret Monroe

Print or type

 




EXHIBIT 99.2


WRITTEN CONSENT

BY THE SHAREHOLDERS OF

WINROCK INTERNATIONAL, INC.

IN LIEU OF A MEETING


Pursuant to Section 228 of the Delaware General Corporation Law, as amended, which provides that any action required to be taken at a meeting of the shareholders of a Delaware corporation may be taken without a meeting, without notice or a vote if consents in writing are signed by holders of outstanding common stock having not less than the minimum number of votes necessary to authorize such action at a meeting at which all shares entitled to vote are present, the undersigned being shareholders of Winrock International, Inc., a Delaware corporation (the “Corporation”), do hereby take, ratify, affirm, and approve the following actions:


WHEREAS, U.S. Salt Mining International, Corp. (hereinafter “USSM”), is the beneficial owner of 31,026,600 shares of common stock of the Corporation, which constitutes approximately 99% of the total issued and outstanding common stock of the Corporation;


WHEREAS, USSM has executed this consent to provide its consent as the majority shareholder to an amendment to the Certificate of Incorporation for the Corporation to change the Corporation's name; it is therefore


RESOLVED, that the Certificate of Incorporation of this Corporation be amended by changing the Article thereof numbered “First” so that, as amended, said Article shall be and read as follows:


FIRST:  The name of the corporation shall be U.S. Salt Mining International, Corp.”


RESOLVED, that the appropriate officers of the Corporation be, and they hereby are, authorized and directed to take all such further actions and to execute and deliver all such instruments and documents in the name and on behalf of the Corporation, and under its corporate seal or otherwise, as in their judgment shall be necessary, proper, or advisable in order to fully carry out the intent and to accomplish the purposes of the foregoing resolutions.


The undersigned, being the majority shareholder of the Corporation, hereby unanimously consent to, approve, and adopt the foregoing actions as of the 29th of January, 2010, notwithstanding the actual date of the signing.



U.S. Salt Mining International, Corp.



/s/ Margaret Monroe

_______________________________________

By: Margaret Monroe

Title: President






EXHIBIT 99.3


UNANIMOUS WRITTEN CONSENT

BY THE BOARD OF DIRECTORS OF

WINROCK INTERNATIONAL, INC.

IN LIEU OF A MEETING


Pursuant to the General Corporation Law of the State of Delaware, as amended, which provides that any action required to be taken at a meeting of the board of directors of a Delaware corporation may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors, the undersigned, being all of the directors of Winrock International, Inc., a Delaware corporation (the “Corporation”), do hereby waive any and all notices that may be required to be given with respect to a meeting of the directors of the Corporation and do hereby take, ratify, affirm, and approve the following actions:


RESOLVED, that it is in the best interest of the Corporation to amend its Certificate of Incorporation to change the name of the Corporation to “U.S. Salt Mining International, Corp.”;


RESOLVED, that the Corporation hereby recommends that shareholders approve a resolution that the Certificate of Incorporation of this Corporation be amended by changing the Article thereof numbered “First” so that, as amended, said Article shall be and read as follows:


FIRST:  The name of the corporation shall be U.S. Salt Mining International, Corp.”


RESOLVED, that the appropriate officers of the Corporation be, and they hereby are, authorized and directed to take all such further actions and to execute and deliver all such instruments and documents in the name and on behalf of the Corporation, and under its corporate seal or otherwise, as in their judgment shall be necessary, proper, or advisable in order to fully carry out the intent and to accomplish the purposes of the foregoing resolutions.


The undersigned, being all of the directors of the Corporation, hereby unanimously consent to, approve, and adopt the foregoing actions as of the 29th of January, 2010, notwithstanding the actual date of the signing.



/s/ Margaret Monroe


By: Margaret Monroe

Its: Director

Dated: January 29, 2010