UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 16, 2007
CNX GAS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-32723
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20-3170639 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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5 Penn Center West, Suite 401 |
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Pittsburgh, Pennsylvania
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15276 |
(Address of principal executive offices)
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(Zip code) |
Registrants telephone number, including area code:
(412) 200-6700
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; Changes in Fiscal Year.
(a)
On August 16, 2007, the Board of Directors adopted the Second Amended and Restated Bylaws of
the Company (the Amended and Restated Bylaws), effective immediately upon their adoption, to
supersede and replace the existing bylaws of the Company. The bylaws were amended to allow for the
issuance of uncertificated shares of company common stock, which shall cause the Company to be
eligible to participate in any qualified Direct Registration System, which allows investors to have
securities registered in their names without the issuance of physical certificates and allows
investors to electronically transfer securities to broker-dealers in order to effect transactions
without the risks and delays associated with transferring physical certificates. The bylaws were
also revised to delete the specific board committee responsibilities and replace that language with
more general requirements. Specifically, Sections 3.10, 5.1 and 5.2 were modified.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit 3.1
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Second Amended and Restated Bylaws of CNX Gas Corporation |