0001140361-16-058891.txt : 20160324 0001140361-16-058891.hdr.sgml : 20160324 20160324080024 ACCESSION NUMBER: 0001140361-16-058891 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160321 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160324 DATE AS OF CHANGE: 20160324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENGASCO INC CENTRAL INDEX KEY: 0001001614 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 870267438 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15555 FILM NUMBER: 161525397 BUSINESS ADDRESS: STREET 1: 6021 S. SYRACUSE WAY STREET 2: SUITE 117 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 720-420-4460 MAIL ADDRESS: STREET 1: 6021 S. SYRACUSE WAY STREET 2: SUITE 117 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 8-K 1 form8k.htm TENGASCO, INC. 8-K 3-21-2016

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):

March 21, 2016
 
Tengasco, Inc.
(Exact Name of Registrant as specified in its charter)

Commission File Number 1-15555
 
Delaware
 
87-0267438
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
6021 S. Syracuse Way, Suite 117, Greenwood Village CO 80111
 (Address of Principal Executive Office)

 (720)  420-4460
(Registrant's Telephone number)
 
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 5.07 Submission of Matters to a Vote of Security Holders.
Item 8.01 Other Events.
Item 9.01 Financial Statements and Exhibits.

A Special Meeting of Stockholders (the "Special Meeting") of Tengasco, Inc. (the “Company’) was held at 9:30 A.M. Mountain Daylight Time on March 21, 2016 at the Company’s offices at 6021 S. Syracuse Way, Suite 117, Greenwood Village, Colorado.

At the close of business on January 25, 2016, the record date for the determination of stockholders entitled to vote at the Special Meeting, there were 60,842,413 shares of the Company’s common stock issued and outstanding and entitled to vote at the Special Meeting. The holders of 53,286,038 shares of the Company’s common stock were represented in person or by proxy at the Special Meeting, constituting a quorum.

Each of the three proposals submitted for shareholder vote at the Special Meeting were approved as follows:

 
1.
Proposal to approve an amendment to the Company's Certificate of Incorporation to effect a reverse  split of its issued and outstanding shares of common stock at a ratio of 1:10; provided that the Company's Board of Directors may abandon the reverse split in its discretion at any time prior to filing the amendment to the Certificate of Incorporation.

FOR
AGAINST
ABSTAIN
47,530,146
5,430,930
324,962

2.
Proposal to approve an amendment to the Company's Stock Incentive Plan to expand the types of awards available under the Plan to include grants of vested and unvested shares of the Company's stock, in addition to grants of options and stock appreciation rights as currently provided by the Plan.

FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
23,130,292
4,134,140
200,054
25,821,552

3.
Proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies to vote in favor of the foregoing Proposal No. 1.

FOR
AGAINST
ABSTAIN
46,246,763
6,136,351
902,924

The Proposal No. 1 approving a reverse split of the Company’s stock at a ratio of 1:10 having been approved by a majority of the Company’s issued and outstanding common stock, the Board of Directors by resolution on March 21, 2016 directed management to promptly file an amendment to the Company’s Certificate of Incorporation with the Delaware Secretary of State.  The amendment was filed and effective March 23, 2016 and trading of the Company’s stock following the reverse split is to commence with trading at market open on March 24, 2016.
 

The information in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

Exhibits
99.1 Press Release dated March 24, 2016
 
SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused and authorized this report to be signed on its behalf by the undersigned.

 Dated: March 24, 2016      
       
  Tengasco, Inc.
       
 
By:
/s/ Michael J. Rugen
 
   
 Michael J. Rugen,
 
   
Chief Executive Officer
 
 
 

EX-99.1 2 ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

99.1 Press Release

The following Press Release was issued March 24, 2016:

Tengasco Announces Effective Date of Reverse Split of Company’s Common Stock

Greenwood Village, Colorado, March 24, 2016 -- Tengasco, Inc. (NYSE MKT: TGC) announced today that a reverse split of the Company’s common stock has become effective commencing with  trading in the Company’s common stock on March 24, 2016.

At a special meeting of the holders of common stock of Tengasco, Inc. (the “Company”) held on March 21, 2016, the stockholders approved a reverse split in a ratio of 1-for-10.  Thereafter the Company’s Board of Directors authorized implementation of the reverse split by filing of an amendment to the Company’s Certificate of Incorporation with the Delaware Secretary of State. The amendment was filed and became effective March 23, 2016. The reverse split has been approved by the NYSE MKT exchange for trading beginning March 24, 2016 under the Company’s current ticker symbol TGC.

Effective with trading on March 24, 2016, every ten shares of the Company's pre-reverse-split common stock are automatically combined into one share of common stock under a new CUSIP number.  Any fractional share that results from the reverse split is to be rounded up to the nearest whole number in post-reverse split shares. Each shareholder’s percentage ownership interest in the Company and proportional voting power remains unchanged after the reverse stock split except for minor changes and adjustments resulting from rounding of any fractional interest.

The majority of our shareholders own their stock beneficially but that stock is held of record in the name of their broker or other nominee (“in street name.”)  Those shares in street name are held in electronic format by Depositary Trust Corporation and administered through the broker/nominee on behalf of the beneficial owner.  As to shares held in street name, the changes resulting from the reverse split are generally handled directly by the broker/nominee and Depositary Trust Corporation on behalf of the beneficial owner.  Should you own shares that are held in street name, you should contact your broker with any question you may have about the process your broker will use in connection with the reverse split.

For each of the Company’s shareholders holding shares as physical stock certificates, the Company requires the exchange of those stock certificates for new certificates representing the post-split number of shares.  The exchange of physical certificates will be handled by the Company's transfer agent, Continental Stock Transfer & Trust Company, as the Exchange Agent.  Each shareholder holding a physical stock certificate will receive written instructions by mail from the Exchange Agent on how to surrender the old stock certificates and will also receive a letter of transmittal to accompany the old certificates when the old certificates are returned for exchange. Until the exchange occurs the old certificates will continue to represent the shareholder’s interests in the Company but will be adjusted for the post-split amount. If you own a physical stock certificate for Company stock and have any questions regarding the letter of transmittal or the exchange procedures, please contact Continental Stock Transfer & Trust Company at (212) 509- 4000.
 

The statements contained in this release that are not purely historical are forward-looking statements within the meaning of applicable securities laws.  Forward-looking statements include statements regarding “expectations,” “anticipations,” “intentions,” “beliefs,” or “strategies” regarding the future.  Forward-looking statements also include statements regarding revenue, margins, expenses, and earnings analysis for 2015 and thereafter; oil and gas prices; reserve calculation and valuation; exploration activities; development expenditures; costs of regulatory compliance; environmental matters; technological developments; future products or product development; the Company’s products and distribution development strategies; potential acquisitions or strategic alliances; and liquidity and anticipated cash needs and availability.  The Company’s actual results could differ materially from the forward-looking statements.
 
Contact:
Cary V. Sorensen
  720-420-4460