UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORTPURSUANT TO
SECTION 13 OR 15(d) OFTHE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
December 24, 2014 (December 22, 2014)
EMERALD OIL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 1-35097 | | 77-0639000 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
1600 Broadway, Suite 1360
Denver, CO 80202
(Address of principal executive offices, including zip code)
(303) 595-5600
(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 (see General Instruction A.2. below):
¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) Effective December 22, 2014, the Board of Directors of Emerald Oil, Inc. (the “Company”) approved an amendment (the “Amendment”) to Section 8 of Article II of the Company’s Bylaws to provide that any action which could be taken at any annual or special meeting of stockholders of the Company may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted on. Previously, Section 8 of Article II of the Bylaws provided that any action that could be taken at an annual or special meeting of Company stockholders could only be taken without a meeting, without prior notice and without a vote if a consent in writing was signed by the holders of all the outstanding stock entitled to vote.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws of the Company, a copy of which is filed as Exhibit 3.2 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K:
| Exhibit No. | | Description |
| | | |
| 3.2 | | Amendment and Restated Bylaws of Emerald Oil, Inc. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| | EMERALD OIL, INC. |
| | | |
| Date: December 24, 2014 | By: | /s/ Ryan Smith |
| | Ryan Smith |
| | Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. | | Description |
| | | |
| 3.2 | | Amendment and Restated Bylaws of Emerald Oil, Inc. |
