TLRS Timberline Resources Corporation (QB)

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: October 31, 2014

(Date of earliest event reported)

Timberline Resources Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 001-34055

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Delaware	82-0291227
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

101 East Lakeside Avenue

Coeur d’Alene, Idaho 83814

(Address of principal executive offices, including zip code)

 (208) 664-4859

(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))

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Item 3.03.	Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information regarding the reverse stock split contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the Company’s reverse stock split, the shares of common stock issuable upon the exercise of outstanding options and warrants previously issued to the Company’s officers and directors were adjusted on a proportional basis to reflect the reverse split and the shares issuable under the Company’s equity incentive plan has also been reduced on a proportional basis to reflect the reverse split.

Item 5.03.	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously announced in a press release dated October 24, 2014, the Board of Directors of Timberline Resources Corporation (the “Company”) approved a 12-for-1 reverse stock split of its common stock.

On October 31, 2014, the Company filed a Certificate of Amendment to its Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware, which has effected a 12-for-1 reverse stock split of its common stock.

As a result of the reverse stock split, every twelve shares of the Company’s issued and outstanding common stock was converted into one share of common stock, reducing the number of issued and outstanding shares of the Company’s common stock from approximately 119 million to approximately 9.9 million.

No fractional shares were issued in connection with the reverse stock split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Company’s common stock not evenly divisible by twelve, will have the number of post-reverse split shares of the Company’s common stock to which they are entitled rounded up to the next whole number of shares of the Company’s common stock. No stockholders will receive cash in lieu of fractional shares.

The reverse stock split did not change the authorized number of shares of common stock or preferred stock of the Company or the par value of the Company’s common stock or preferred stock. Proportional adjustments will be made to the Company's outstanding stock options, outstanding warrants, and equity incentive plan.

The above description of the Amendment and the reverse stock split is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1.

Trading of the Company’s common stock on the NYSE MKT on a split-adjusted basis is expected to begin at the opening of trading on November 3, 2014.

Item 9.01.	Financial Statements and Exhibits.

		(d)	Exhibits.
3.1		Certificate of Amendment of Timberline Resources Corporation, as filed with the Delaware Secretary of State on October 31, 2014

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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.

		TIMBERLINE RESOURCES CORPORATION
	Date: November 4, 2014	By:	/s/ Randal Hardy
			Randal Hardy Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number		Exhibit Name
3.1		Certificate of Amendment of Timberline Resources Corporation, as filed with the Delaware Secretary of State on October 31, 2014

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO

THE CERTIFICATE OF INCORPORATION

OF

TIMBERLINE RESOURCES CORPORATION

Timberline Resources Corporation (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

FIRST: That at a meeting of the Board of Directors of the Corporation (the “Board”) resolutions were duly adopted authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware amendments (the “Amendment”) to the Corporation’s certificate of incorporation (the “Certificate of Incorporation”) to reclassify, change, and convert every twelve (12) outstanding shares of the Corporation’s common stock, par value $0.001 per share (“Common Stock”), into one (1) share of Common Stock, par value $0.001 per share.

SECOND:  

1.

Article V of the Corporation’s Certificate of Incorporation is hereby amended by adding the following:

“Upon the effectiveness of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, every twelve (12) shares of the Corporation’s issued and outstanding Common Stock, par value $0.001 per share, shall, automatically and without any further action on the part of the Corporation or the holder thereof, be reclassified and changed into one (1) share of the Corporation’s Common Stock, par value $0.001 per share.  No fractional shares of Common Stock will be issuable pursuant to this reclassification and any fractional share of Common Stock that would be issuable will be rounded up to one whole share of Common Stock.”

THIRD:  That pursuant to a resolution of the Board, a special meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the DGCL at which meeting the necessary number of shares as required by statute were voted in favor of the Amendment.

FOURTH:  That the aforesaid Amendment were duly adopted in accordance with the applicable provisions of Section 242 of the DGCL.

FIFTH:  The foregoing amendment shall be effective on October 31, 2014 at 5:00 pm EDT.

SIXTH:  Except as herein amended, the Corporation’s Certificate of Incorporation shall remain in full force and effect.

  

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer on this 31^st day of October, 2014.

TIMBERLINE RESOURCES CORPORATION

       /s/ Randal Hardy

By:____________________________

Name: Randal Hardy

Title: Chief Financial Officer

 

  

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