Attached files
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EX-3.5 - American Eagle Energy Inc. | v208790_ex3-5.htm |
EX-99.1 - American Eagle Energy Inc. | v208790_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 (Date of earliest event reported)
January
24, 2011
AMERICAN
EAGLE ENERGY INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
333-143626
|
20-8642477
|
||
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
27
North 27th Street, Suite 21G
Billings,
Montana 59101
(Address
of principal executive offices, including zip code)
(406)
294-0765
(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):
¨
|
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))
|
Section
5 - Corporate Governance and Management
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
January 13, 2011, we disclosed that we had declared a one-for-one and one-half
reverse stock split of our common stock in which every one and one-half shares
of our common stock will be combined and converted into one share of our common
stock. The record date for the reverse stock split was January 21,
2011; the pay date for the reverse stock split is January 24, 2011; and the
effective date for the reverse stock split is January 24, 2011.
We filed
a Certificate of Change with the Secretary of State of the State of Nevada, with
an effective date of January 24, 2011. The new Cusip number for our
post-reverse split common stock is 02554E 303. As issued by FINRA,
the new symbol for our common stock will be “AMZGD” from January 24, 2011,
through and including February 18, 2011; thereafter it will revert to
“AMZG.” On January 24, 2011, we announced our new Cusip number and
common stock symbol in a press release, a copy of which is Exhibit 99.1 to this
Current Report.
For the
record holders of our common stock, we will round up to the next full share of
our common stock any fractional shares that result from the reverse stock
split. Fractional shares that result from the reverse stock split for
the beneficial holders of our common stock will be rounded up or rounded down to
the next full share in the sole discretion of the record holders for such
beneficial holders. We may also issue additional shares of our common
stock to any record or beneficial holder thereof who, solely as a result of the
reverse stock split without such additional issuance, would otherwise lose the
status as a holder of a round lot of our common stock.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
|
Description
of Exhibit
|
3.5*
|
Certificate
of Change, as filed with the Secretary of State of the State of Nevada,
effective January 18, 2011.
|
99.1*
|
Press
Release dated January 24, 2011, announcing a reverse split of our common
stock.
|
*
Filed herewith.
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: January
24, 2011
AMERICAN
EAGLE ENERGY INC.
By: /s/
Richard Findley
Richard
Findley
President