UNITED STATES SECURITIES AND
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 10, 2011
AMERICAN MINING CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
3044 BLOOR STREET W, SUITE 1440, TORONTO, ONTARIO M8X 2Y8
(Address of principal executive offices and Zip Code)
(Registrant's telephone number, including area code)
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
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
[ ] 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 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
To the extent required by Item 3.03 of Form 8-K, the information contained in or
incorporated by reference into Item 5.03 of this current report is hereby
incorporated by reference into this Item 3.03.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
CERTIFICATE OF DESIGNATION
Pursuant to the authority granted to the directors of the Registrant by the
Articles of Incorporation, effective May 10, 2011, the Registrant filed a
Certificate of Designation to its Articles of Incorporation designating
2,000,000 shares of the Registrant's authorized preferred stock as "Series A
Preferred Stock", and setting forth, among other things, the preferences,
dividends, voting rights and other special rights of the Series A Preferred
Stock. A copy of the Certificate of Designation is filed herewith as Exhibit
3.1 and is incorporated herein by reference.
Each share of Series A Preferred Stock entitles the holder to ten (10) votes at
all stockholder meetings (except meetings at which only holders of other classes
or series of shares are entitled to attend) for a period of three years from the
date of issuance, and thereafter to one (1) vote at all such meetings.
Each share of Series A Preferred Stock will be automatically converted into one
fully paid and non-assessable share of the Registrant's common stock if the
holder transfers the share other than to certain permitted transferees, or upon
the fifth anniversary date of the date of its issuance. There are no other
conversion rights or privileges attached to the Series Preferred Stock.
Each holder of Series A Preferred Stock has a right of retraction, to require
the Registrant to redeem all or any of the holder's Series A Preferred Stock at
a price of $25.00 per share within seven days following a change of control of
the Registrant. If the Registrant does not redeem all shares of Series A
Preferred Stock when presented for redemption, then all the holders of Series A
Preferred Stock will be entitled, as a class, to elect a majority of the members
of the board of directors of the Registrant for a period of one year.
The Registrant is prohibited from taking certain corporate actions while any
shares of Series A Preferred Stock are outstanding, without first obtaining the
approval of the holders of two-thirds of the issued and outstanding Series A
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
3.1 Certificate of Designation of Series A Preferred Stock of American
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.
AMERICAN MINING CORPORATION
/s/ Thomas Mills
Thomas Mills, President & CEO
Date: May 11, 2011
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