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): May 10, 2005 ATLAS AMERICA, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-32169 51-0404430 - ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 311 Rouser Road, Moon Township, PA 15108 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 412-262-2830 N/A ------------------------------------------------------------- (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: [_] Written communication pursuant to Rule 425 under the Securities Act [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR On May 10, 2005, the Board of Directors ("Board") of Atlas America, Inc. (the "Company") amended the Company's bylaws. The amendments provide that a special meeting of stockholders may be called by any of the Company's Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer, President or the Secretary, or a majority of the entire Board. The bylaws were further amended to provide that holders of a majority of the outstanding capital stock entitled to vote at a stockholders meeting would constitute a quorum. The bylaws had previously provided that one-third of the outstanding shares constituted a quorum. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits EXHIBIT NUMBER DESCRIPTION OF DOCUMENT - -------------- ----------------------- 99.1 Text of amendments to the Company's bylaws 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. ATLAS AMERICA, INC. By: /s/ Michael S. Yecies --------------------- Name: Michael S. Yecies Date: May 16, 2005 Title: Secretary EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF DOCUMENT - -------------- ----------------------- 99.1 Text of amendments to the Company's bylaws