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): April 25, 2007
Knight Energy Corp.
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(Exact name of registrant as specified in its charter)
Maryland 000-52470 87-0583192
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
400 Hampton View Court, Alpharetta, Georgia 30004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 777-6795
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N/A
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(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 1.01 Entry into a Material Definitive Agreement.
To the extent appropriate, the information set forth in Item
5.03 of this Current Report on Form 8-K is incorporated by
reference into this Item 1.01.
Item 3.03 Material Modifications to Rights of Security Holders.
To the extent appropriate, the information set forth in Item
5.03 of this Current Report on Form 8-K is incorporated by
reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On April 25, 2007, as previously consented to in writing by
stockholders holding a majority of the voting power of the
outstanding shares of common stock of Knight Energy Corp., a
Nevada corporation ("Knight Nevada"), Knight Nevada filed an
Amendment to its Articles of Incorporation (the "Amendment") with
the Secretary of State of the State of Nevada, pursuant to which
the Knight Nevada's authorized capital was increased to
550,000,000 shares, consisting of 50,000,000 shares of preferred
stock, par value $0.0001 per share, and 500,000,000 shares of
common stock, par value $0.0001 per share. The Amendment was
filed effective immediately. The text of the Amendment is
attached as Exhibit 3.1 to this Current Report on Form 8-K.
Effective April 30, 2007, Knight Nevada completed its
reincorporation in the State of Maryland (the "Reincorporation")
by merging with and into its wholly-owned subsidiary, Knight
Energy Corp., a Maryland corporation ("Knight Maryland"). The
Reincorporation was effected pursuant to an Agreement and Plan of
Merger, dated April 25, 2007 between Knight Nevada and Knight
Maryland (the "Merger Agreement"), a copy of which is filed as
Exhibit 2.1 to this Current Report on Form 8-K.
Pursuant to the terms of the Merger Agreement, (i) Knight
Nevada merged with and into Knight Maryland, with Knight Maryland
being the surviving corporation; (ii) Knight Nevada's shares of
common and preferred stock, options, warrants, purchase rights,
units or other securities (the "Securities") issued and
outstanding were converted into the same number of Knight
Maryland Securities with the same rights, powers and privileges;
(iii) Knight Nevada's existing Board of Directors and officers
became the Board of Directors and officers of Knight Maryland;
and (iv) the Articles of Incorporation and Bylaws of Knight
Maryland are now the articles of incorporation and the bylaws of
the surviving corporation. The Reincorporation will not result
in any change in the OTC Pink Sheets listing, CUSIP number,
business, assets or liabilities, will not cause the corporate
headquarters to be moved, will not result in any relocation of
management or other employees, and does not dilute or otherwise
affect the equity interest of the stockholders.
As a result of the Reincorporation, (i) each outstanding
share of Knight Nevada common stock, par value $0.0001, was
automatically converted into one share of Knight Maryland common
stock, par value $0.0001; and (ii) all options and other rights
to acquire Knight Nevada's common stock outstanding immediately
before the Reincorporation were also automatically converted into
options and rights to acquire the same number of shares of Knight
Maryland's common stock, with the same terms and conditions. Each
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outstanding certificate representing shares of Knight Nevada
common stock is deemed, without any action by the stockholders,
to represent the same number of shares of Knight Maryland common
stock. Stockholders will not have to exchange share certificates
or do anything to continue their present ownership as a result of
the Reincorporation.
Prior to April 30, 2007, Knight Nevada's corporate affairs
were governed by the corporate law of the State of Nevada. The
rights of its shareholders were subject to its Articles of
Incorporation and its Bylaws. As a result of the Reincorporation,
holders of Knight Nevada common stock are now holders of Knight
Maryland common stock, and their rights as holders are governed
by the General Corporation Law of Maryland and the Articles of
Incorporation and Bylaws of Knight Maryland. Copies of the
Articles of Incorporation and Bylaws of Knight Maryland are filed
as Exhibit 3.2 and Exhibit 3.3, respectively, to this Current
Report on Form 8-K. The modifications made to the Articles of
Incorporation and the Bylaws of Knight Maryland, as compared to
those of Knight Nevada, were basically changes necessary to
comply with Maryland law.
Item 9.01. Financial Statements and Exhibits.
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(d) Exhibits
Exhibit 2.1 Agreement and Plan of Merger, dated April 25, 2007
by and between Knight Energy Corp., a Nevada
corporation, and Knight Energy Corp., a Maryland
corporation.
Exhibit 3.1 Amendment to the Articles of Incorporation of
Knight Energy Corp., a Nevada corporation, filed April
25, 2007 with the Secretary of State of the State of
Nevada.
Exhibit 3.2 Articles of Incorporation of Knight Energy Corp.,
a Maryland corporation.
Exhibit 3.3 Bylaws of Knight Energy Corp., a Maryland corporation.
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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.
Date: May 1, 2007 KNIGHT ENERGY CORP.
By: /s/ William J. Bosso
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William J. Bosso,
President and Chief Executive Officer
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Exhibit Index
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Exhibit 2.1 Agreement and Plan of Merger, dated April 25, 2007
by and between Knight Energy Corp., a Nevada
corporation, and Knight Energy Corp., a Maryland
corporation.
Exhibit 3.1 Amendment to the Articles of Incorporation of
Knight Energy Corp., a Nevada corporation, filed April
25, 2007 with the Secretary of State of the State of
Nevada.
Exhibit 3.2 Articles of Incorporation of Knight Energy Corp.,
a Maryland corporation.
Exhibit 3.3 Bylaws of Knight Energy Corp., a Maryland corporation.
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