0001144204-12-068544.txt : 20121219 0001144204-12-068544.hdr.sgml : 20121219 20121218201606 ACCESSION NUMBER: 0001144204-12-068544 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121218 ITEM INFORMATION: Other Events FILED AS OF DATE: 20121219 DATE AS OF CHANGE: 20121218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triangle Petroleum Corp CENTRAL INDEX KEY: 0001281922 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980430762 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34945 FILM NUMBER: 121272884 BUSINESS ADDRESS: STREET 1: 1200 17TH STREET STREET 2: SUITE 2600 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-260-7125 MAIL ADDRESS: STREET 1: 1200 17TH STREET STREET 2: SUITE 2600 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Triangle Petroleum CORP DATE OF NAME CHANGE: 20050525 FORMER COMPANY: FORMER CONFORMED NAME: PELOTON RESOURCES INC DATE OF NAME CHANGE: 20040226 8-K 1 v330533_8k.htm FORM 8-K

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): December 18, 2012

TRIANGLE PETROLEUM CORPORATION

(Exact name of registrant as specified in charter)

Delaware	001-34945	98-0430762
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)

1200 17th Street, Suite 2600, Denver, CO 80202

(Address of principal executive offices)

Registrant’s telephone number, including area code: (303) 260-7125

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 8.01

Other Events.

Triangle Petroleum Corporation (the “Company”), which owns 83.33% of the outstanding Series A Units of its pressure pumping subsidiary RockPile Energy Services, LLC (“RockPile”), has entered into non-binding term sheets with the other two holders of RockPile Series A Units to purchase the remaining 16.67% of RockPile’s outstanding Series A Units for an aggregate purchase price of 2,185,715 shares of the Company’s common stock and $609,000 in cash. Pursuant to the term sheets, the shares of the Company’s common stock issuable upon closing the transaction would be issued as restricted securities with an obligation by the Company to file with the Securities and Exchange Commission within sixty days of closing a Form S-3 registration statement registering the resale of such shares. The transaction remains subject to approval by the Company’s board of directors and the negotiation of definitive documentation.

Certain statements in this Current Report on Form 8-K regarding the potential purchase by the Company of RockPile Series A Units are “forward-looking statements” as defined by the Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements. The forward-looking statements in this Current Report are made as of the date of this Current Report, and the Company does not undertake any obligation to update the forward-looking statements as a result of new information, future events or otherwise.

SIGNATURES

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.

Date: December 18, 2012	TRIANGLE PETROLEUM CORPORATION


	By:	/s/ Jonathan Samuels
		Jonathan Samuels
		President and Chief Executive Officer