UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 24, 2004
COMMERCE ENERGY GROUP, INC.
(Exact Name of registrant as specified in its charter)
Delaware 001-32239 20-0501090
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
600 Anton Boulevard, Suite 2000
Costa Mesa, California 92626
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 258-0470
Not Applicable
(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 Rule14d-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 8.01. Other Events.
Commerce Energy Group, Inc. ("Commerce") issued a press release on
September 24, 2004 announcing the date of Commerce's next annual meeting of
stockholders. The full text of the press release which is set forth in Exhibit
99.1 hereto.
The Board of Directors of Commerce has set January 12, 2005 as the date
for Commerce's next annual meeting of stockholders (the "Annual Meeting"). A
stockholder proposal must be submitted to Commerce's principal executive offices
located at Commerce Energy Group, Inc., 600 Anton Boulevard, Suite 2000, Costa
Mesa, California, Attention: Corporate Secretary, by October 4, 2004, for
inclusion in the proxy materials related to the Annual Meeting. Any such
proposal must also comply with the proxy rules under the Exchange Act, including
Rule 14a-8. For any proposal that is not submitted for inclusion in Commerce's
proxy material for the Annual Meeting, but is instead sought to be presented
directly at that meeting, Rule 14a-4(c) under the Securities Exchange Act of
1934 permits Commerce's management to exercise discretionary voting authority
under proxies it solicits unless Commerce is notified about the proposal on or
before October 4, 2004, and the stockholder satisfies the other requirements of
Rule 14a-4(c). In addition, Commerce's Bylaws provide that, to be considered at
the Annual Meeting, a stockholder proposal must be submitted in writing and
received by the Corporate Secretary at the principal executive offices of
Commerce not later than October 4, 2004, and must contain the information
specified by and otherwise comply with Commerce's Bylaws. Any stockholder
wishing to receive a copy of Commerce's Bylaws should direct a written request
to the Corporate Secretary at Commerce's principal executive offices.
To be considered at the Annual Meeting, stockholder nominations of
persons for election to the Board of Directors of Commerce must be submitted in
writing and received by the Corporate Secretary at the principal executive
offices of Commerce not later than October 4, 2004, and must contain the
information specified by and otherwise comply with Commerce's Bylaws.
Notwithstanding the foregoing, the Board of Directors is not required to solicit
proxies for the election of any person the stockholder intends to nominate at
the Annual Meeting.
Commerce's Certificate of Incorporation and Bylaws provide for a
"classified" board of directors. The number of authorized directors is currently
five. Currently, there is one Class I director (Craig G. Goodman), whose term
will expire at the Annual Meeting; two Class II directors (Mark Juergensen and
Peter Weigand), whose terms expire at the second annual meeting of stockholders
of Commerce following the end of Fiscal 2004; and two Class III directors (Ian
B. Carter and Robert C. Perkins), whose terms expire at the third annual meeting
of stockholders of Commerce following the end of Fiscal 2004.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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99.1 Press Release dated September 24, 2004.
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.
COMMERCE ENERGY GROUP, INC.,
a Delaware corporation
Date: September 24, 2004 By: /S/ IAN B. CARTER
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Ian B. Carter
Chairman and Chief Executive Officer