Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
OME > SEC Filings for OME > Form 8-K on 1-Apr-2014All Recent SEC Filings

Show all filings for OMEGA PROTEIN CORP

Form 8-K for OMEGA PROTEIN CORP


1-Apr-2014

Entry into a Material Definitive Agreement, Material Modification to Rights of


Item 1.01. Entry into a Material Definitive Agreement.

The information provided under Item 3.03 below is incorporated into this Item by reference.



Item 3.03. Material Modification to Rights of Security Holders.

On April 1, 2014, Omega Protein Corporation (the "Company") and American Stock Transfer & Trust Company, LLC (the "Rights Agent") amended the Rights Agreement dated as of June 30, 2010 between the Company and the Rights Agent (the "Rights Agreement"), so that the Rights to Purchase Series A Junior Participating Preferred Stock (the "Rights") under the Rights Agreement will expire on April 1, 2014, more than six years earlier than initially specified in the Rights Agreement. As a result, the Rights have been terminated and are no longer effective. The Company issued a press release in connection with the amendment of the Rights Agreement. That press release and the Amendment to Rights Agreement are filed as Exhibits 99.1 and 4.1, respectively, to this report and are incorporated into this Item by reference.



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

In connection with the expiration of the Rights under the Rights Agreement described in Item 3.03 above, the Company filed a Certificate of Withdrawal with the Secretary of State of the State of Nevada on April 1, 2014. The Certificate of Withdrawal, which was effective upon filing, eliminated from the Articles of Incorporation of the Company all matters set forth in the Company's Certificate of Designation with respect to the Company's Series A Junior Participating Preferred Stock that had been previously filed with the Secretary of State of the State of Nevada. No shares of the Series A Junior Participating Preferred Stock were issued or outstanding at the time of the filing of the Certificate of Withdrawal, and none will be issued. A copy of the Certificate of Withdrawal is filed as Exhibit 3.1 to this report and is incorporated into this Item by reference.



Item 8.01 Other Events

Effective April 1, 2014, the Board reconstituted the following Board committees as set forth below:

Compensation Committee

Dr. Gary L. Allee (Chairman)

David W. Wehlmann

Gary R. Goodwin

Corporate Governance and Nominating Committee

David A. Owen (Chairman)

Dr. Gary L. Allee

Dr. William E.M. Lands




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Certificate of Withdrawal of Certificate of Designation with respect to the Company's Series A Junior Participating Preferred Stock.

4.1. Amendment to Rights Agreement dated as of April 1, 2014 between Omega Protein Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent.

99.1 Press release issued by the Company dated April 1, 2014.


  Add OME to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for OME - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.