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FUEL > SEC Filings for FUEL > Form 8-K on 15-Sep-2009All Recent SEC Filings

Show all filings for SMF ENERGY CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SMF ENERGY CORP


15-Sep-2009

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statem


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
year

On September 10, 2009, SMF Energy Corporation (the "Company") filed a Certificate of Amendment (the "Amendment") with the Delaware Secretary of State to amend the Company's Certificate of Incorporation. The Amendment, which will become effective at 12:01 a.m. EST, on September 30, 2009, will effect a 1-for-4.5 reverse stock split of the Company's common stock.

As a result of the reverse stock split, every 4.5 shares of the Company's issued and outstanding common stock will be combined into 1 share of common stock. The reverse stock split will not change the number of authorized shares of the Company's common stock.

No fractional shares will be issued in connection with the reverse stock split. If, as a result of the reverse stock split, a stockholder would otherwise hold a fractional share, the number of shares to be received by such stockholder will be rounded up to the next highest number of shares.

Following the reverse stock split, the Company expects to have approximately 8.56 million shares of common stock outstanding. The reverse stock split will affect all shares of the Company's common stock, including common stock underlying stock options, warrants, promissory notes and preferred stock that are outstanding immediately prior to the effective time of the reverse stock split.

The Company's transfer agent, American Stock Transfer and Trust Company, will send instructions to stockholders of record who hold stock certificates regarding the exchange of old stock certificates for new stock certificates.

The Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein. The press release announcing the reverse stock split is attached hereto as Exhibit 99.1 and is incorporated by reference herein.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description
3.1 Certificate of Amendment of Certificate of Incorporation

99.1 Press release of SMF Energy Corporation, dated September 15, 2009, announcing reverse stock split


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