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): December 28, 2008 (December 24, 2007)
TRANSMERIDIAN EXPLORATION INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 000-50715 | 76-0644935 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 5847 San Felipe, Suite 4300 Houston, Texas | 77057 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 458-1100
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:
| ¨ | 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 Amendment to Articles of Incorporation or Bylaws.
On December 24, 2007, the Board of Directors of Transmeridian Exploration Incorporated (the “Company”) approved an amendment to the Bylaws of the Company.
The amendment to the Bylaws amended Article VIII to provide for uncertificated shares of the Company’s capital stock in order for the Company to be eligible to participate in the Direct Registration System as required by the American Stock Exchange.
The amendment to the Bylaws is effective as of December 24, 2007. The foregoing description of the amendment to the Company’s Bylaws is not complete and is qualified in its entirety by reference to the text of the amendment to the Bylaws attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit Number |
Description | |
| Exhibit 3.1 | Bylaw Amendment adopted December 24, 2007 |
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.
| TRANSMERIDIAN EXPLORATION INCORPORATED | ||||
| Date: December 28, 2007 | By: | /s/ Nicolas J. Evanoff | ||
| Name: | Nicolas J. Evanoff | |||
| Title: | Vice President, General Counsel and Secretary | |||
Exhibit Index
| Exhibit Number |
Description | |
| Exhibit 3.1 | Bylaw Amendment adopted December 24, 2007 |