Item 5.03 Amendments to Articles of Incorporation or Bylaws.
Effective May 15, 2020, Arch Resources, Inc., formerly known as Arch Coal, Inc.
(the "Company"), filed a Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Arch Coal, Inc. (the "Certificate of Amendment")
with the Secretary of State of the State of Delaware to effect a change of the
Company's legal name from Arch Coal, Inc. to Arch Resources, Inc. (the "Name
Change"). The Company subsequently filed a Restated Certificate of Incorporation
of Arch Resources, Inc. (the "Restated Certificate"), reflecting the new name
with the Secretary of State of the State of Delaware on May 15, 2020.
The Board of Directors of the Company (the "Board") approved the Name Change
pursuant to Section 242 of the General Corporation Law of the State of Delaware.
The Name Change does not affect the rights of the Company's stockholders and
there were no other changes in the Restated Certificate. The foregoing summary
of the Certificate of Amendment and Restated Certificate does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Certificate of Amendment and the Restated Certificate, which are filed as
Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated
herein by reference.
In connection with the Name Change, the Board also approved the amendment and
restatement of the Amended and Restated Bylaws of Arch Coal, Inc. (the "Restated
Bylaws") to reflect the Name Change. The Restated Bylaws became effective on May
15, 2020. The foregoing summary of the Restated Bylaws does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Restated Bylaws, which are filed as Exhibit 3.3 to this Current Report on
Form 8-K and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 15, 2020, the Company posted an investor presentation to its website,
which is furnished as Exhibit 99.1 hereto and is hereby incorporated by
reference.
Also on May 15, 2020, the Company issued a press release announcing the
Company's new website in connection with the Name Change. A copy of the press
release is furnished as Exhibit 99.2 hereto and incorporated by reference
herein.
The information set forth in this Item 7.01, including Exhibits 99.1 and 99.2,
is being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section. The information set forth
in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed
incorporated by reference into any other filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
Certificate of Amendment to Amended and Restated Certificate of
3.1 Incorporation of Arch Coal, Inc.
3.2 Restated Certificate of Incorporation of Arch Resources, Inc.
3.3 Restated Bylaws of Arch Resources, Inc.
99.1 Arch Coal Resources, Inc. Investor Presentation.
99.2 Press release, dated May 15, 2020.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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