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
May 2, 2007
Date of Report (Date of earliest event reported)
ATMOS ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| TEXAS AND VIRGINIA | 1-10042 | 75-1743247 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 1800 THREE LINCOLN CENTRE, 5430 LBJ FREEWAY, DALLAS, TEXAS |
75240 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(972) 934-9227
(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:
| ¨ | 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 2.02. | Results of Operations and Financial Condition. |
On Wednesday, May 2, 2007, Atmos Energy Corporation (the “Company”) announced in a news release its financial results for the second quarter of the 2007 fiscal year, which ends September 30, 2007, and that certain of its officers would discuss such financial results in a conference call on Thursday, May 3, 2007 at 9:00 a.m. Central Time. In the release, the Company also announced that the conference call would be webcast live and that slides for the webcast would be available on its Web site for all interested parties.
A copy of the news release is furnished as Exhibit 99.1. The information furnished in this Item 2.02 and in Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 2, 2007, the Board of Directors of the Company adopted an amendment to Section 8.07 of Article VIII of the Company’s Amended and Restated Bylaws, effective on May 2, 2007, to delete a provision requiring the President, if he is also a member of the Board, to be an ex officio member of all committees of the Board. The Bylaws, as amended on May 2, 2007, are filed as Exhibit 3.1 to this Current Report on Form 8-K and Section 8.07 of Article VIII thereof is incorporated herein by reference. Accordingly, Robert W. Best, Chairman, President and Chief Executive Officer of the Company, will no longer serve as an ex officio member of the Audit, Nominating and Corporate Governance or Human Resources Committees of the Board of Directors, effective immediately.
| Item 8.01. | Other Events. |
On May 2, 2007, in connection with and related to its adoption of the amendment to the Bylaws described in Item 5.03 above, the Board of Directors determined that director Charles K. Vaughan would no longer serve as an ex officio member of the Audit, Nominating and Corporate Governance or Human Resources Committees of the Board of Directors, effective immediately.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 3.1 | Amended and Restated Bylaws of Atmos Energy Corporation (as of May 2, 2007) | |||
| 99.1 | News Release issued by Atmos Energy Corporation dated May 2, 2007 | |||
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.
| ATMOS ENERGY CORPORATION | ||||
| (Registrant) | ||||
| DATE: May 2, 2007 |
By: | /s/ LOUIS P. GREGORY | ||
| Louis P. Gregory | ||||
| Senior Vice President and General Counsel | ||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 3.1 | Amended and Restated Bylaws of Atmos Energy Corporation (as of May 2, 2007) | |
| 99.1 | News Release dated May 2, 2007 (furnished under Item 2.02) | |