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): August 27, 2008
ATLAS AMERICA, INC.
(Exact Name of Issuer as Specified in Charter)
| | | | | |
Delaware
(State or Other Jurisdiction of
Incorporation or Organization) | | 1-32169
(Commission File Number) | | 51-0404430
(I.R.S. Employer Identification
Number) |
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1550 Coraopolis Heights Road,
Moon Township, Pennsylvania
(Address of Principal Executive Offices) | | 15108
(Zip Code) |
(412) 262-2830
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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:
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.04 | | Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans. |
On August 22, 2008, the Plan Administrator for the Atlas America, Inc. Savings Plan (the “401(k) Plan”) notified Atlas America, Inc. (“Atlas”) of a proposed blackout period regarding the 401(k) Plan, in accordance with the requirements of Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended. The blackout period for the 401(k) Plan is scheduled to begin on Monday, September 22, 2008, at 4:00 p.m. Eastern Time and end during or before the week of November 14, 2008 (the “Blackout Period”) and is required in order to effect a transition of the administration of the 401(k) Plan to a new service provider.
During the Blackout Period, participants in the 401(k) Plan will be temporarily suspended from making certain transactions under the 401(k) Plan, including borrowing or taking distributions from accounts, changing contribution rates, or directing or diversifying investments. Notice of the Blackout Period was sent to all participants or beneficiaries under the 401(k) Plan beginning on August 22, 2008.
On August 27, 2008, Atlas sent a notice to its directors and executive officers informing them of the Blackout Period and the prohibitions on engaging in any non-exempt transactions in equity securities of Atlas during the Blackout Period, as well as during the regularly scheduled quarterly blackout periods applicable to directors and certain employees (including all executive officers) (the “Notice”). A regularly scheduled quarterly blackout period begins prior to the Blackout Period and may not end until after the end date of the Blackout Period.
The Notice was provided to Atlas’s directors and executive officers pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR. A copy of the Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
A participant in the 401(k) Plan, a security holder or other interested person may obtain, without charge, information regarding the Blackout Period, including the actual ending date of the Blackout Period. Information may be obtained before, during and for at least two years after the Blackout Period by any of the following methods:
Mail— Atlas America, Inc., 1845 Walnut Street, 10th Floor, Philadelphia, PA 19103; Attn: Chief Legal Officer
Phone— (215) 546-5005
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| Item 9.01 | | Financial Statements and Exhibits. |
| (d) | | Exhibits. The exhibit listed on the Exhibit Index accompanying this 8-K is 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.
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| Date: August 27, 2008 | ATLAS AMERICA, INC.
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| | By: | /s/ Lisa Washington | |
| | | Chief Legal Officer | |
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EXHIBIT INDEX
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| Number | | Description |
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| | 99.1 | | | Notice of Blackout Period provided to Atlas America, Inc. directors and executive officers |
