Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K /A
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. 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.
On January 15, 2010, the Company was informed by FINRA the
reverse split for the Company which will take effect at the open of business on
January 19, 2010. FINRA advised the Company that a “D” will be placed
on the trading symbol as a 5th
character. The new Company symbol as of January 19, 2010 will be
HTLJD. The “D” will remain as part of our symbol for 20 business
days.
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/A . 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 (1) |
(1) Incorporated by reference to the Form 8-K
Current Report filed by the Securities and Exchange Commission on January 4,
2010
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:
January 15,
2010
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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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