UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 5, 2006
IVANHOE ENERGY INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Yukon, Canada
|
|
000-30586
|
|
98-0372413 |
|
|
|
|
|
|
| (State or Other
|
|
(Commission File Number)
|
|
(I.R.S. Employer |
| Jurisdiction of Incorporation)
|
|
|
|
Identification Number) |
| |
|
|
Suite 654 – 999 Canada Place
Vancouver, BC, Canada
|
|
V6C 3E1 |
|
|
|
(Address of Principal Executive Office)
|
|
(Zip Code) |
(604) 688-8323
(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:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17CFR 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)) |
Section 5 — Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On March 8, 2007, R. Edward Flood informed the Company that, for personal reasons, he did not
intend to stand for re-election as a director of the Company at the next annual meeting of the
Company’s shareholders. Accordingly, Mr. Flood’s term as a director will end at the conclusion of
the Company’s annual meeting of shareholders scheduled for May 3, 2007.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 8, 2007, the Company’s board of directors amended the Company’s bylaws to permit the
Company’s common shares to be issued and transferred electronically without a physical share
certificate. The Company’s common shares are quoted on the Nasdaq Capital Market (“Nasdaq”). The
United States Securities and Exchange Commission recently approved amendments to the Nasdaq
Marketplace Rules requiring securities listed on Nasdaq to be eligible for a Direct Registration
Program (“DRP”), which permits a securityholder’s ownership of securities to be recorded and
maintained on the books of the issuer or the transfer agent without the issuance of a physical
security certificate. In lieu of physical security certificates, securityholders who elect to
participate in a DRP receive annual statements from the issuer indicating their holdings.
The amendments to Nasdaq’s Marketplace Rules require that, on or before January 1, 2008, the
Company’s common shares be eligible to participate in a DRP. In order to be eligible, the Company’s
common shares must be capable of being issued and transferred electronically without physical share
certificates. Before being amended by the Company’s board of directors, the bylaws provided that a
common share could only be transferred on the Company’s share register upon presentation of the
certificate representing the common shares to be transferred. Accordingly, unless amended, the
bylaws would effectively preclude the Company’s common shares from being eligible to participate in
a DRP and, as a result, the Company would cease to be in compliance with the applicable Nasdaq
Marketplace Rule as of January 1, 2008.
The amended bylaws took effect as of March 8, 2007 but will cease to be effective as of the date of
the Company’s next annual meeting of shareholders, scheduled for May 3, 2007, unless they are
confirmed by the shareholders at that meeting.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| |
3.2 |
|
Amendment to the Company’s bylaws effective March 8, 2007.
|