FORM 8-K APRIL 23, 2007
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 (Date
of earliest event reported): April 23, 2007 (April 18, 2007)
Magellan
Petroleum Corporation
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of
Incorporation)
1-5507 06-0842255
(Commission
File Number) (IRS
Employer Identification No.)
10
Columbus Boulevard, Hartford, CT 06106
(Address
of Principal Executive Offices) (Zip
Code)
860-293-2006
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
Effective
April 18, 2007, the Board of Directors of Magellan Petroleum Corporation (the
“Company”) adopted certain amendments to the Company’s Amended and Restated
Bylaws (the “Bylaws”).
Article
IV, Sections 1 and 3, regarding officers of the Company, has been amended to
remove the requirement that the Company have one or more persons serving the
Company as “vice president”. As amended, the Bylaws permit, but do not require,
the Board of Directors, in its discretion, to appoint one or more persons to
serve the Company in this officer capacity.
In
addition, Article V has been amended to expressly provide for the issuance
of
uncertificated shares of the Company’s common stock, par value $.01 per share.
The
amendments to Article V of the Bylaws clarify that the Company may, pursuant
to
the Delaware General Corporation Law, issue both uncertificated and certificated
shares of its common stock.
The
Board
approved the Article V amendments to enable the Company to comply with recent
rules promulgated by the Nasdaq Stock Market, LLC requiring NASDAQ-listed
issuers to be eligible for a Direct Registration Program (such as the one
currently administered by the Depository Trust Company) by January 1,
2008. A Direct Registration Program permits an investor’s ownership of
shares to be recorded and maintained on the books of the issuer or the transfer
agent electronically without the issuance of a physical certificate.
Other
than as described herein, no
other
amendments to the Company’s Bylaws were made. A copy of the Company’s Bylaws, as
amended and restated as of April 18, 2007, is filed herewith as Exhibit
3.1
and is
hereby incorporated herein by reference.
Item
8.01 Other
Events.
On
April
18, 2007, the Board appointed Daniel J. Samela as the Company’s Treasurer and
Cynthia E. Rines as the Company’s Assistant Treasurer. Both Mr. Samela and Ms.
Rines will hold these officer positions until the date of the Company’s 2007
annual meeting of shareholders, or until their respective successors are elected
and qualified.
Item 9.01
Financial
Statements and Exhibits
(c) Exhibits
|
3.1
|
Company’s
Amended and Restated Bylaws, dated as of April 18,
2007.
|
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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.
MAGELLAN
PETROLEUM CORPORATION
By:
/s/
Daniel J. Samela
Name:
Daniel J. Samela
Title:
President, Chief Financial
Officer
and Treasurer
Dated:
April 23, 2007
EXHIBIT
INDEX
Exhibit
No. Description
|
3.1
|
Company’s
Amended and Restated Bylaws, dated as of April 18, 2007
|
|
| |
|
|