-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, W0F75vcm0QFTTdx4UXuetRiMPAqUo5jVHI0ejspm6GKTJaJ7/EoWHPHx+flzC9G1 Oo0s8kArsgFaPcaRAsq0/w== 0001157523-05-010720.txt : 20051209 0001157523-05-010720.hdr.sgml : 20051209 20051209171848 ACCESSION NUMBER: 0001157523-05-010720 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051208 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051209 DATE AS OF CHANGE: 20051209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BPI Industries Inc CENTRAL INDEX KEY: 0001314077 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32695 FILM NUMBER: 051256431 BUSINESS ADDRESS: STREET 1: 885 WEST GEORGIA ST STREET 2: SUITE 1500 CITY: VANCOUVER BC V6C 3E8 STATE: A1 ZIP: 00000 BUSINESS PHONE: 604-685-8688 MAIL ADDRESS: STREET 1: 885 WEST GEORGIA ST STREET 2: SUITE 1500 CITY: VANCOUVER BC V6C 3E8 STATE: A1 ZIP: 00000 8-K 1 a5037249.txt BPI INDUSTRIES 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 8, 2005 BPI Industries Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 - ------------------------------ -------------- ------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 30775 Bainbridge Road, Suite 280, Solon, Ohio 44139 - ---------------------------------------------------- ----------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (440) 248-4200 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 8.01 On December 8, 2005, BPI Industries Inc. issued the press release filed as Exhibit 99.1 hereto. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 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. BPI Industries Inc. By: /s/ George J. Zilich ------------------------------------------ George J. Zilich Chief Financial Officer and General Counsel Date: December 9, 2005 EXHIBIT INDEX Exhibit No. Description - ----------- ---------------------------------------- 99.1 Press Release, dated December 8, 2005. EX-99.1 2 a5037249ex991.txt EXHIBIT 99.1 Exhibit 99.1 BPI Industries Approved for Listing on the American Stock Exchange CLEVELAND--(BUSINESS WIRE)--Dec. 8, 2005--BPI Industries Inc. (BPI) (TSX VENTURE:BPR), an independent energy company engaged in the exploration, production and commercial sale of coalbed methane (CBM) in the Illinois Basin, today announced that its common stock is approved for listing on the American Stock Exchange (Amex). James Azlein, president and chief executive officer of BPI Industries, said: "We are delighted that our listing application has been approved. As we execute our strategic plan to prove up ever greater portions of our mineral rights portfolio, the improved access to the capital markets that a national stock listing affords us will stand us in good stead. A senior U.S. exchange listing is a significant benchmark in the development of our company and further underscores our commitment to enhancing shareholder value for current and prospective investors." This approval is contingent upon BPI Industries Inc. being in compliance with all applicable listing standards on the date it begins trading on the Exchange, and may be rescinded if the company is not in compliance with such standards. In related news, the company stated that it has filed an application to voluntarily de-list its common stock from the TSX Venture Exchange. "With the improved liquidity gained by our shares being listed on the Amex, we feel it does not make good economic sense for a company with our market capitalization to maintain a dual stock listing, ergo our decision to voluntarily leave the TSX. "We are currently in the process of selecting which specialist firm will trade our stock on the Amex. In addition, we expect to learn what our new Amex ticker symbol will be and when the stock will commence trading on the Amex in the near future. We will issue a press release at that time," Azlein concluded. To be added to BPI-Industries' e-mail distribution list, please click on the link below: http://www.clearperspectivegroup.com/clearsite/bpi/emailoptin.html About BPI Industries Inc. BPI Industries Inc. (BPI) is an independent energy company engaged in the exploration, production and commercial sale of coalbed methane (CBM) in the Illinois Basin, which covers approximately 60,000 square miles in Illinois, southwestern Indiana and northwestern Kentucky. The company currently controls the dominant CBM acreage position in the Illinois Basin at 418,435 acres. Some of the statements contained in this press release may be deemed to be forward-looking in nature, outlining future expectations or anticipated operating results or financial conditions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results or conditions to differ materially from the information expressed or implied by these forward-looking statements. Some of the factors that could cause actual results or conditions to differ materially from the Company's expectations include: (1) inability to obtain financing to fund its current plan of operations; (2) failure of wells drilled by BPI to be commercially productive; (3) unexpected drilling conditions; (4) inability to obtain drilling equipment; (5) inability to maintain acreage rights in the Illinois Basin or to avoid disputes over the extent of its property rights; and (6) an unexpected decline in natural gas prices. Any forward-looking statements made by the Company in this press release or elsewhere are based on currently available information and speak only as of the date hereof and thereof. Readers are cautioned not to place undue reliance on these forward-looking statements. Except as required by applicable law, the Company undertakes no duty to update these forward-looking statements due to new information or as a result of future events. News releases and other information on the company are available on the Internet at: http://www.bpi-industries.com . CONTACT: Clear Perspective Group, LLC Matthew J. Dennis, 440-353-0552 -----END PRIVACY-ENHANCED MESSAGE-----