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NES > SEC Filings for NES > Form 8-K on 3-Dec-2013All Recent SEC Filings

Show all filings for NUVERRA ENVIRONMENTAL SOLUTIONS, INC. | Request a Trial to NEW EDGAR Online Pro



Other Events, Financial Statements and Exhibits

Item 8.01. Other Events

Nuverra Environmental Solutions, Inc. (the "Company") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effectuate a 1-for-10 reverse stock split of its common stock (the "Reverse Stock Split"), effective December 3, 2013, pursuant to which every ten shares of the Company's pre-split common stock has been combined and reclassified into one share of common stock. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Split will receive a cash payment in lieu thereof. As a result of the Reverse Stock Split, the Company's common stock has a new CUSIP number (67091K203), but the par value and other terms of the common stock were not affected by the Reverse Stock Split.

As previously disclosed, the Company's shareholders approved the Reverse Stock Split and the corresponding amendment to the Company's Amended and Restated Certificate of Incorporation at a special meeting held on November 9, 2012, and in accordance with such shareholder approval the Board of Directors of the Company on November 6, 2013 determined the 1-for-10 split ratio and otherwise authorized the implementation of the Reverse Stock Split.

A copy of the Certificate of Amendment to its Restated Certificate of Incorporation, as amended, is being filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference. A copy of the Company's press release announcing the effectuation of the Reverse Stock Split is also being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Number       Description

 3.1         Fourth Certificate of Amendment of Amended and Restated Certificate of

99.1         Press Release dated December 3, 2013

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