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): November 28, 2007 (November 28, 2007)
INTERNATIONAL COAL GROUP, INC
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-32679 | 20-2641185 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 300 Corporate Centre Drive Scott Depot, West Virginia |
25560 | |
| (Address of Principal Executive Offices) | Zip Code) |
Registrants’ telephone number, including area code: (304) 760-2400
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box 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 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 28, 2007, the Board of Directors of International Coal Group, Inc. (the “Company”), pursuant to Section 44 of the Company’s Second Amended and Restated Bylaws (the “Bylaws”), amended Sections 31 through 34 of the Bylaws to allow for the issuance and transfer of uncertificated (“book-entry”) shares of the Company’s stock. The previous Sections 31 through 34 did not specifically permit the use of uncertificated shares. The amendments to the Bylaws were adopted to comply with recent SEC rule changes and New York Stock Exchange rules regarding the ability of listed companies to issue shares in either certificated or uncertificated form and to participate in a book-entry share Direct Registration System, which allows for the electronic transfer of securities.
The text of the amendments to the Bylaws is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Text of the amendments to the Bylaws of the Company. |
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.
| INTERNATIONAL COAL GROUP, INC. | ||
| By: | /s/ Bennett K. Hatfield | |
| Name: | Bennett K. Hatfield | |
| Title: | Chief Executive Officer and President | |
Date: November 28, 2007
Exhibit Index
| Exhibit |
Document | |
| 99.1 |
Text of the amendments to the Bylaws of the Company. |