UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 26, 2007
(Date of earliest event reported)
Corning Natural Gas Corporation
(Exact name of registrant as specified in its charter)
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New York
(State or other jurisdiction
of incorporation)
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000-00643
(Commission File Number)
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16-0397420
(I.R.S. Employer Identification No.) |
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330 West William Street, Corning New York
(Address of principal executive offices)
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14830
(Zip Code) |
(607) 936-3755
(Registrant’s telephone number, 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:
¨ 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))
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 26, 2007, Corning Natural Gas Corporation (the “Company”) filed a Restated
Certificate of Incorporation (the “Certificate”) with the New York Secretary of State to (1)
authorize 500,000 shares of “blank check” preferred stock, or preferred stock of which the board
can fix by resolution the series, number of shares of any series, and the rights, powers,
designations, preferences and limitations of any series, (2) eliminate preemptive rights of
shareholders of the Company, and (3) add a provision that shareholders may act by less than
unanimous written consent. The number of authorized shares of common stock, currently 3.5 million
shares, was not changed by the Certificate. The Certificate is attached to this current report on
Form 8-K as Exhibit 3.1.
The Certificate was approved by the Company’s board of directors and shareholders. The
Company petitioned the Public Service Commission of the State of New York (the “Commission”) for
authorization of the Certificate in accordance with New York Public Service Law and Business
Corporation Law, and the Certificate was authorized by the Commission on September 21, 2007.
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| Item 9.01 |
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Financial Statements and Exhibits. |
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| (d) |
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Exhibits |
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3.1 |
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Restated Certificate of Incorporation of Corning Natural Gas Corporation |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Corning Natural Gas Corporation
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By: |
/s/ Fi Sarhangi
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Name: |
Fi Sarhangi |
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Title: |
Chief Financial Officer |
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Dated: October 2, 2007
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