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) March 5, 2004 (February 20, 2004)
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ENERGY WEST, INCORPORATED
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(Exact name of registrant as specified in its charter)
Montana 0-14183 81-0141785
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1 First Avenue South, Great Falls, Montana 59401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (406) 791-7500
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Not applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
The Board of Directors of the Company recently adopted an amendment to the
Company's By-Laws. The specific amendments to the By-Laws and the full text of
the Amended and Restated By-Laws are attached as Exhibits 3.1 and 3.2,
respectively. Specifically, the By-Laws were amended to: (i) establish
procedures for advance notice to the Company of stockholder proposals for
presentation at the annual meeting of stockholders: and (ii) amend the
procedures to be followed for stockholder nominations of directors. Under the
Company's By-Laws, as amended, in order for a stockholder to bring business
before the Company's annual meeting of stockholders, such stockholder's notice
must be delivered to or mailed and received at the principal executive offices
of the Company not less than sixty (60) days nor more than one hundred twenty
(120) days prior to the date of the annual meeting, and in order for a
stockholder to propose director nominations at the Company's annual meeting of
stockholders, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Company not less than sixty (60) days
prior to the date of the annual meeting. The By-Law requirements for advance
notice of stockholder proposals are separate and apart from the requirements of
SEC Rule 14a-8 (17 C.F.R. ss. 240.14a-8) with which a stockholder must comply in
order to have a stockholder proposal to be included in the Company's proxy
statement and form of proxy.
The Company also announced that the date of this year's annual meeting of
stockholders is currently scheduled for December 8, 2004. Accordingly, pursuant
to the Company's By-Laws, as amended, stockholders wishing to submit proposals
for consideration at the annual meeting of stockholders must provide notice to
the Company no earlier than August 10, 2004 and no later than October 9, 2004,
and stockholders wishing to propose a director for nomination at the annual
meeting of stockholders must provide notice to the Company no later than October
9, 2004.
Item 7. Financial Statements and Exhibits.
(c) Exhibit No. The following exhibits are filed herewith:
3.1 Amendments to By-Laws of the Company
3.2 Amended and Restated By-Laws of the Company
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SIGNATURE
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.
Dated: March 5, 2004
ENERGY WEST INCORPORATED
By: /s/ John C. Allen
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Name: John C. Allen
Title: Interim President and Chief
Executive Officer
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