Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of
Report (Date of earliest reported): December 23, 2009
(Exact
name of registrant as specified in charter)
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Maryland
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000-27045
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36-4286069
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(State or Other Jurisdiction
of Incorporation or Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1501
US Hwy 25E
Middlesboro,
KY 40965
(Address
of principal executive offices) (Zip Code)
606-248-7323
(Registrant’s
telephone no., including area code)
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 Rule 14d-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 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
December 23, 2009, Heartland, Inc. (the “Company”) filed Articles of Amendment
with the State of Maryland to reverse split the issued and outstanding common
stock on a basis of one for two shares of common stock resulting in a decrease
in the number of issued and outstanding shares at the ratio of two for
one. No fractional shares shall be issued. In lieu of issuing
fractional shares, the Company will issue to any shareholder who otherwise would
have been entitled to receive a fractional share as a result of the reverse
split an additional full share of its common stock. The above
transactions were approved by the Board of Directors of the
Company. As provided by Maryland General Corporations Law Section
2-309(a) and (e), shareholder approval is not required. The effective
date of the reverse split is January 15, 2010. As a result of the
reverse split, the Company will have approximately 22,333,779 shares issued and
outstanding. The authorized shares of common stock will not be
impacted by the reverse split.
The
foregoing information is a summary of each of the matters described above, is
not complete, and is qualified in its entirety by reference to the full text of
the exhibits, each of which is attached an exhibit to this Current Report on
Form 8-K. Readers should review those exhibits for a complete
understanding of the terms and conditions associated with this
matter.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits.
| Exhibit
Number
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Description
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| 3.1 |
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Articles of
Amendment for the State of Maryland filed December 23,
2009 |
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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.
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HEARTLAND, INC. |
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Date:
December 29, 2009
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By:
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/s/ Terry
Lee |
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Name:
Terry Lee
Title:
CEO
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