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): July 14, 2008
BASELINE OIL & GAS CORP.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
Nevada | | 000-51888 | | 30-0226902 |
State of Incorporation | | Commission File Number | | IRS Employer I.D. Number |
411 North Sam Houston Parkway East, Suite 300, Houston, Texas 77060
Address of principal executive offices
Registrant’s telephone number:(281) 591-6100
(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) |
| ¨ | 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 | Amendments to Articles of Incorporation |
On July 14, 2008, Baseline Oil & Gas Corp. (the “Company”) filed with the Secretary of State of Nevada a Certificate of Amendment, in the form of Exhibit 3.1.1 attached hereto (the “Certificate of Amendment”), amending our Articles of Incorporation to increase the number of authorized shares of common stock, par value $0.001 per share (“Common Stock”), from 140,000,000 shares to 300,000,000 shares. The Certificate of Amendment became effective upon filing.
The foregoing amendment was adopted at the Company’s annual meeting on July 9, 2008 by the holders of an aggregate of 22,296,723 shares of the Common Stock, or 64.69% of the issued and outstanding shares as of June 2, 2008, the record date established for the annual meeting.
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Exhibit No. | | Description of Exhibit |
| 3.1.1 | | Certificate of Amendment to Articles of Incorporation |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: July 15, 2008 | | | | Baseline Oil & Gas Corp. |
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| | | | By: | | /s/ Patrick H. McGarey |
| | | | Name: | | Patrick H. McGarey |
| | | | Title: | | Chief Financial Officer |
Exhibit Index
| | |
Exhibit No. | | Description of Exhibit |
| 3.1.1 | | Certificate of Amendment to Articles of Incorporation |
