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):
June 2, 2009 (May 27, 2009)
Blue Dolphin Energy Company
(Exact name of registrant as specified in its charter)
Delaware 0-15905 73-1268729
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
801 Travis Street, Suite 2100
Houston, TX 77002
(Address of principal executive office and zip code)
(713) 568-4725
(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 (see General Instruction A.2 below):
[] 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.
See Item 8.01 below.
Item 8.01. Other Events.
On May 27, 2009, the registrant amended and restated its Certificate of
Incorporation solely to increase the total number of shares authorized for
issuance from 27,500,000 to 102,500,000, increasing the number of shares of
common stock, par value $0.01, authorized for issuance from 25,000,000 to
100,000,000. The amendment to the registrant's Certificate of Incorporation was
approved by the registrant's stockholders at the annual meeting of the
stockholders held on May 14, 2009.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibit
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3.1 Amended and Restated Certificate of Incorporation
SIGNATURE
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.
Date: June 2, 2009
Blue Dolphin Energy Company
/s/ T. SCOTT HOWARD
-----------------------------
T. Scott Howard
Treasurer and Assistant Secretary
(Principal Financial and Accounting Officer)
INDEX TO EXHIBITS
Exhibit Number Description of Exhibit
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3.1 Amended and Restated Certificate of Incorporation