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):
August 22, 2007 (August 20, 2007)
Energroup Holdings Corporation.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
0-32873 87-0420774
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(Commission File Number) (IRS Employer Identification No.)
12890 Hilltop Road
Argyle, Texas 76226
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(Address of Principal Executive Offices) (Zip Code)
(972) 233-0300
(Registrant's Telephone Number, Including Zip Code)
Energroup Technologies Corporation
(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 communication pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02 Departure Of Directors Or Certain Officers; Election Of Directors;
Appointment Of Certain Officers; Compensatory Arrangements Of Certain
Officers
Reference is made to the disclosure set forth under Item 8.01 of this
report with regard to changes in management, which disclosure is incorporated
herein by reference.
Item 5.03 Amendment of Articles of Incorporation or Bylaws; Change in Fiscal
Year
Reference is made to the disclosure set forth under Item 8.01 of this
report with regard to the adoption of the Articles of Incorporation and Bylaws
of Energroup Holdings Corporation as the Articles and Bylaws of the Registrant.
Item 8.01 Other Events
At the Special Meeting of Shareholders of Energroup Technologies
Corporation, a Utah corporation (the "Registrant"), held on August 14, 2007, the
Registrant's shareholders approved proposals to: (i) effect a 1-for-7 reverse
stock split in the issued and outstanding shares of the Registrant's common
stock; and (ii) change state of incorporation of the Registrant from Utah to
Nevada by merging the Registrant with and into Energroup Holdings Corporation, a
wholly owned Nevada corporation ("Energroup Nevada"), in connection with which
the Articles of Incorporation and Bylaws of Energroup-Nevada would become the
Articles of Incorporation and Bylaws of the Registrant. The proposals were
described in the definitive Schedule 14C Information Statement, which was filed
with the Securities and Exchange Commission on July 23, 2007.
Pursuant to such shareholder approval, effective on August 20, 2007, the
Registrant implemented a 1-for-7 reverse stock split in its issued and
outstanding shares of common stock which reduced the number of its issued and
outstanding shares of capital stock from 13,496,472 shares of common stock to
approximately 1,943,812 post-split shares of common stock. In connection with
the reverse stock split, no shareholder of record on July 9, 2007, the record
date for the Special Meeting (the "Record Date"), who held fewer than 100 shares
was affected by the reverse stock split and no shareholder of record on the
Record Date who held more than 100 shares had his, her or its ownership reduced
to fewer than 100 post-split shares of common stock as a result of the reverse
stock split. In addition, effective on August 20, 2007, the Registrant was
merged with and into Energroup Nevada and the Articles of Incorporation and
Bylaws of Energroup-Nevada became the Articles of Incorporation and Bylaws of
the Registrant.
As a result of the actions described above, the symbol for the Registrant's
common stock on the OTC Bulletin Board has been changed from "EGRT" to "EGHC"
and the Company's common stock began quotation under the new symbol (on a post
split, post-merger basis) on August 21, 2007.
The Plan of Merger with respect to merger of the Registrant with and into
Energroup Nevada provided that Timothy P. Halter, the sole officer and director
Energroup Nevada, would hold the same offices in the surviving corporation
following the merger. Accordingly, effective August 20, 2007, the size of the
Registrant's board of directors was reduced from three to one, Stephen R. Fry
and Thomas J. Howells resigned from their positions as directors of the
Registrant and Timothy P. Halter continued in office as President, Secretary,
Treasurer and the sole director of Energroup Nevada, which became the
registrant.
Item 9. Financial Statements and Exhibits
(d) The following documents are included as exhibits to this report:
Exhibit SEC Ref.
No. No. Title of Document Location
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3.1 3 Articles of Amendment of This Filing
Energroup Technologies Corporation
Dated August 14, 2007
3.2 3 Articles of Merger and Plan of Merger This Filing
Between Energroup Technologies Corporation
and Energroup Holdings Corporation Dated
August 14, 2007
3.3 3 Articles of Incorporation of This Filing
Energroup Holdings Corporation
3.4 3 Bylaws of Energroup Holdings Corporation This Filing
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.
Energroup Holdings Corporation
A Nevada Corporation
Date: August 22, 2007 By: /s/ Timothy P. Halter
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Timothy P. Halter
President