ATPG » Topics » Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

This excerpt taken from the ATPG 8-K filed Dec 15, 2009.

Item 5.03 — Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 9, 2009, the Board of Directors of ATP Oil & Gas Corporation (the “Company”) adopted the Third Amended and Restated Bylaws of the Company (the “New Bylaws”). The provisions of the New Bylaws reflecting changes from prior bylaw provisions include the following:

Texas Business Organizations Code. On January 1, 2010, The Texas Business Corporation Act (“TCBA”) will no longer apply to Texas corporations and the Texas Business Organizations Code (“TBOC”) will apply to all Texas corporations, including the Company. As a result, references throughout the Company’s bylaws to the TBCA were amended to the include the corresponding provisions of the TBOC in the New Bylaws.

Designation of Powers to Officers. In May 2008, the Company’s former president, T. Paul Bulmahn, was elected as our chief executive officer and vacated the office of president. Throughout the bylaws various powers are designated to the Company’s president and those provisions have been amended in the New Bylaws to also designate such powers to the Company’s chief executive officer.

Article II – Section 2. Quorum; Required vote for Shareholder Action, Adjournment of Meetings. To overcome the unintended result of broker non votes being counted as votes against a matter, ATP amended Article II – Section 2 to require that each matter be approved by the affirmative vote of a majority of the votes cast for, against or expressly abstaining from each matter, as contemplated by Section 21.363(b)(4) of the TBOC.

A copy of the Company’s Third Amended and Restated Bylaws, effective December 9, 2009, is attached to this Current Report on Form 8-K as Exhibit 3.1

This excerpt taken from the ATPG 8-K filed Feb 29, 2008.

Item 5.03 — Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 25, 2008, the Board of Directors of ATP Oil & Gas Corporation (the “Company”) adopted the Second Amended and Restated Bylaws of the Company (the “New Bylaws”). The provisions of the New Bylaws reflecting substantive changes from prior bylaw provisions include the following:

Article II, Section 4 – Special Meetings. The Company’s Amended and Restated Articles of Incorporation (the “Company’s Charter”) permits the holders of not less than 50% of the issued and outstanding shares to call a special meeting of the shareholders. Previously, Article II, Section 4 of the Bylaws was in conflict with the Company’s Charter. Since the Company’s Charter is the controlling document, this bylaw was amended to be consistent with the percentage set forth in the Company’s Charter.

Article II, Section 9.- Voting: Elections; Inspectors. The Company’s Charter prohibits cumulative voting in the election of directors. Previously, Article II, Section 9 of the Bylaws was in conflict with the Company’s Charter on this issue. The new Article II, Section 9 has been amended to be consistent with the prohibition in the Company’s Charter.

Article IV, Section 1 – Designation of Powers. The Texas Business Corporation Act (“TBCA”) Article 2.36 specifies matters that cannot be delegated by the Board of Directors to a committee of the Board of Directors. Previously, this bylaw provided a list of matters that could not be delegated by the Board of Directors to a committee of the Board of Directors, which list was not consistent with applicable Texas law set forth in Article 2.36 of the TBCA. The new Article IV, Section 1 deletes such list of matters and subjects the authority of the Board of Directors to delegate matters to a committee of the Board of Directors only to Article 2.36 of the TBCA.

Article VII – Capital Stock. All seven bylaws set forth in this Article have been revised to permit the Company to issue uncertificated shares of capital stock, as mandated by Nasdaq Marketplace Rule 4350(I)(2). Previously, the Company’s bylaws did not contemplate the issuance of uncertificated shares of capital stock.

A copy of the Company’s Second Amended and Restated Bylaws, effective February 25, 2008, is attached to this Current Report on Form 8-K as Exhibit 3.1

This excerpt taken from the ATPG 8-K filed Nov 29, 2006.

Item 5.03. — Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Company filed Articles of Amendment to it Restated Articles of Incorporation with the Secretary of State of the State of Texas on November 22, 2006, a copy of which is attached as Exhibit 4.1 and incorporated by reference to this Item 5.03. The contents of Item 3.03 above are incorporated herein by reference.

This excerpt taken from the ATPG 8-K filed Oct 14, 2005.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On October 14, 2005, in connection with the adoption of the Rights Agreement referred to in Item 1.01, the Corporation filed with the Secretary of State of the State of Texas a Statement of Designations, whereby the Corporation authorized 1,000,000 shares of its authorized preferred stock to be designated as Junior Participating Preferred Stock, par value $.001, and set forth the rights, voting powers, preferences, qualifications, limitations and restrictions of the Junior Participating Preferred Stock. A brief description of the rights, voting powers, preferences, qualifications, limitations and restrictions of the Junior Participating Preferred Stock is set forth in Item 3.03 of this Current Report on Form 8-K and is incorporated herein by reference.

 

The full text of the Statement of Designations is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The foregoing description of the Statement of Designations is qualified in its entirety by reference to such exhibit.

 

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