Attached files
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EX-3.1 - Broad Street Realty, Inc. | v180274_ex3-1.htm |
EX-99.1 - Broad Street Realty, Inc. | v180274_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report: March 31, 2010
(Date
of earliest event reported)
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Banyan
Rail Services Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction
of
incorporation)
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1-9043
(Commission
File
Number)
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36-3361229
(I.R.S.
Employer
Identification
No.)
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2255
Glades Road, Suite 342-W, Boca Raton, Florida
(Address
of principal executive offices)
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33431
(Zip
Code)
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561-443-5300
(Registrant’s
telephone number, including area
code)
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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:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On March
31, 2010, Banyan Rail Services Inc. (the “Company”) filed an amendment to its
certificate of incorporation with the State of Delaware regarding a one-for-ten
reverse stock split of the Company’s common stock. The reverse stock
split was effected by FINRA on the OTC Bulletin Board (the “OTCBB”) on April 7,
2010. To indicate the split, the OTCBB will append a “D” to the
Company’s trading symbol and for a period of 20 business days the Company’s
stock will trade under the symbol “BARAD.” After 20 days, the symbol
will revert to “BARA.”
The
amendment to the certificate of incorporation was adopted by written consent of
the holders of a majority of the outstanding shares of stock of the Company
entitled to vote on the amendment as described in the Company’s information
statement on Schedule 14C filed with the Securities and Exchange Commission on
October 14, 2009.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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3.1
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Certificate
of Amendment of Certificate of Incorporation dated March 31,
2010
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99.1
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Press
Release dated April 7, 2010
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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.
Banyan
Rail Services Inc.
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By:
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/s/ C. Lawrence Rutstein
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Name: C.
Lawrence Rutstein
Title: Vice
President of Administration and
Secretary
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Dated: April
7, 2010
EXHIBIT
INDEX
Exhibit Number
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Description
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3.1
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Certificate
of Amendment of Certificate of Incorporation dated March 31,
2010
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99.1
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Press
Release dated April 7,
2010
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