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): June 13, 2005
ATLAS AMERICA, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-32169 51-0404430
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
311 Rouser Road, Moon Township, PA 15108
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 412-262-2830
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:
___ 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 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
On June 13, 2005, the stockholders of Atlas America, Inc. (the
"Company") adopted amendments to the Company's certificate of incorporation (the
"Amendments"), previously described in the Company's definitive proxy statement
filed with the SEC on May 18, 2005, to:
o provide for three classes of directors with Class I directors holding
office until the 2006 annual meeting, Class II directors holding office
until the 2007 annual meeting and Class III directors holding office
until the 2008 annual meeting, in each case, until their successors are
duly elected and qualified (except in cases where no successor is
elected due to a reduction in the size of the Board), or until earlier
resignation, removal from office, death or incapacity; starting with
the 2006 annual meeting, one class of directors will be elected each
year for a three-year term;
o provide that any vacancy on the Board of Directors shall be filled by
the affirmative vote of a majority of the remaining directors; and
o remove provisions permitting removal of members of the Board of
Directors without cause and increase the vote required to two-thirds of
the voting power of the Company's outstanding common stock.
As disclosed in the proxy statement, upon stockholder approval of the
Amendments, the Board of Directors amended the Company's bylaws to conform to
the Amendments.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
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3.1 Amended and Restated Certificate of Incorporation of the
Company
3.2 Amended and Restated Bylaws of the Company
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
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Name: Michael S. Yecies
Date: June 14, 2005 Title: Secretary
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
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3.1 Amended and Restated Certificate of Incorporation of the
Company
3.2 Amended and Restated Bylaws of the Company