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AGPHD.OB > SEC Filings for AGPHD.OB > Form 8-K on 23-Apr-2012All Recent SEC Filings

Show all filings for SOUTHERN USA RESOURCES INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SOUTHERN USA RESOURCES INC.


23-Apr-2012

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


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

Effective April 23, 2012, Atlantic Green Power Holding Company (the "Company") effectuated a 1,000-to-1 reverse stock split with respect to its outstanding shares of common stock, par value $.000001 per share (the "Reverse Stock Split"), and amended and restated its certificate of incorporation to (i) change its corporate name to "Southern USA Resources Inc.," (ii) change the number of authorized shares of capital stock to 270,000,000, consisting of 250,000,000 shares of common stock and 20,000,000 shares of preferred stock, and (iii) provide that the par value per share, the amount of stated capital of the Company and the amount of paid-in surplus of the Company will not be increased or decreased due to the Reverse Stock Split. Prior to the Reverse Stock Split, there were 43,527,248 shares of the Company's common stock outstanding, and after the Reverse Stock Split, there were 43,528 shares of the Company's common stock outstanding.

Now that the Reverse Stock Split has been effectuated, the Company will move forward with the distribution of all of the outstanding shares of common stock of Atlantic Green Power Corporation, the Company's wholly-owned subsidiary, to the Company's stockholders (the "Distribution") and plans to move forward with the closing of the Southern Real Estate Sales Contract between the Company and John Hancock Life Insurance Company (U.S.A.) and the Real Estate Sales Contract between the Company and David E. Riley, pursuant to which the Company will acquire certain real property located in the state of Alabama. The Company will file a current report on Form 8-K with the Securities and Exchange Commission announcing the record date for the Distribution after the Company's board of directors establishes same and the Company satisfies all required notifications to regulatory authorities for the Distribution.

The Company's Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of the Company


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