-----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, LHo39dlpC5aqFIUQJ/frM0VqDb3qgn65wfUy9UvITgv5ih3PovAu0lkAc04HCAjc kvhH3KQn+yg38SG420HahA== 0001050502-01-500365.txt : 20010817 0001050502-01-500365.hdr.sgml : 20010817 ACCESSION NUMBER: 0001050502-01-500365 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010809 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHAPARRAL RESOURCES INC CENTRAL INDEX KEY: 0000019252 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840630863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07261 FILM NUMBER: 1717109 BUSINESS ADDRESS: STREET 1: 16945 NORTHCHASE SUITE 1620 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 2818777100 MAIL ADDRESS: STREET 1: 16945 NORTHCHASE STREET 2: SUITE 1620 CITY: HOUSTON STATE: TX ZIP: 77060 8-K 1 chaparral8k89.txt 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 9, 2001 CHAPARRAL RESOURCES, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 0-7261 84-0630863 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 16945 Northchase, Suite 1620 77060 Houston, Texas (Zip Code) (Address of Principal Executive Offices) Registrant's telephone number, including area code: (281) 877-7100 Item 5. Other Events. On August 9, 2001, the Company's common stock was delisted from the Nasdaq SmallCap Market for failure to comply with Nasdaq Marketplace Rules 4350(i)(1)(A), 4350(i)(1)(B) and 4350(i)(1)(D)(ii), which required the Company to obtain stockholder approval prior to the conversion of its 8% Non-Negotiable Subordinated Convertible Promissory Notes into 11,690,259 shares of its common stock on September 21, 2000 and the issuance of 1,612,903 shares of common stock on October 30, 2000. Nasdaq also cited a violation of its annual meeting requirement. The Nasdaq Listing Qualifications Panel did not, however, cite any public interest concerns as a basis for its determination. The Company's common stock is currently being traded on the OTC Bulletin Board. The foregoing summary is qualified in its entirety by the Company's press release, dated August 9, 2001, a copy of which is included as Exhibit 99.1 and incorporated herein by this reference. On August 13, 2001, Shell Capital Inc. waived its requirement under the loan agreement with the Company that the Company's common stock be listed on one of the three major exchanges (i.e. NASDAQ, NYSE, or AMEX), subject to the Company not incurring another event of default under the loan agreement. Shell Capital also waived as an event of default, the failure to pay certain trade payables, which were in excess of 90 days past due. The waiver letter from Shell Capital is included as Exhibit 10.1 and incorporated herein by this reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Number Exhibit ------ ------- 10.1 Waiver letter from Shell Capital Inc. to Chaparral Resources, Inc. dated August 13, 2001. 99.1 Press Release, dated August 9, 2001, of Chaparral Resources, Inc. 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. CHAPARRAL RESOURCES, INC. Date: August 16, 2001 By: /s/ Michael B. Young ---------------------------------------- Michael B. Young, Treasurer, Controller, and Principal Accounting Officer EX-10.1 3 chapex10-1.txt WAIVER LETTER EXHIBIT 10.1 Shell Capital Letterhead August 13, 2001 Mr. Michael B. Young Treasurer Chaparral Resources, Inc. 16945 Northchase Drive Suite 1620 Houston, Texas 77060 Re: Waiver of Default Dear Michael: By letter dated August 9, 2001, Chaparral Resources, Inc. ("Chaparral") advised us that KKM has failed to pay trade payables in an amount of $151,764 for an excess of 90 days. Under Section 17.4(a) of the Loan Agreement dated November 1, 1999, as amended May 31, 2001, among Chaparral Resources, Inc., as Borrower, Central Asian Petroleum (Guernsey) Limited, Central Asian Petroleum, Inc. and Closed Type JSC Karakudukmunay as Co-Obligors, Shell Capital Services Limited, as Arranger, Facility Agent and Modeller, Shell Capital Inc. as Bridge Lender, and the Lenders listed therein, the failure to timely pay such obligations is an event of default. Shell Capital Inc. hereby confirms that it will forego exercising its rights arising from such default through September 30, 2001. You also advised that Chaparral's common stock was delisted from NASDAQ trading on August 9, 2001. Such delisting is a violation of Section 16.1(b) of the Loan Agreement. Shell Capital hereby confirms that it will forego exercising its rights arising from such default. These waivers shall immediately terminate upon the occurrence of any further or other event of default under the Loan Agreement. For the avoidance of doubt, these waivers do not constitute any actual or implied waiver of any right or remedy of the Finance Parties (as defined in the amended Loan Agreement) that may arise upon any further or other event of default under the Loan Agreement. Regards, /s/ Michael Keener - ------------------ Michael Keener Director, Business Development Shell Capital Inc. EX-99.1 4 chapex99-1.txt PRESS RELEASE EXHIBIT 99.1 CHAPARRAL CHAPARRAL RESOURCES, INC. ================================================================================ NEWS RELEASE ***For Immediate Release*** For further information: ------------------------ Natalie S. Hairston 281/877-7100 CHAPARRAL RESOURCES, INC. ANNOUNCES DELISTING FROM THE NASDAQ SMALLCAP MARKET - ----------------------------------------------------------------------------- Houston, Texas, August 9, 2001 -- Chaparral Resources, Inc. (NASDAQ: CHAR) announced today it has been notified its common stock will be delisted effective August 9, 2001 from The Nasdaq SmallCap Market for failure to comply with all Nasdaq marketplace guidelines required for continued listing. Chaparral will be immediately eligible for quotation on the OTC Bulletin Board. Chaparral's common stock was delisted for failure to comply with Nasdaq Marketplace Rules 4350(i)(1)(A), 4350(i)(1)(B) and 4350(i)(1)(D)(ii), which required Chaparral obtain stockholder approval prior to the conversion of its 8% Non-Negotiable Subordinated Convertible Promissory Notes into 11,690,259 shares of its common stock on September 21, 2000 and the issuance of 1,612,903 shares of common stock on October 30, 2000. Nasdaq also cited a violation of its annual meeting requirement. The Nasdaq Listing Qualifications Panel did not, however, cite public interest concerns as a basis for its determination. Chaparral's loan agreement with Shell Capital Inc. requires its common stock be listed on one of the three major stock exchanges (NASDAQ, NYSE, or AMEX). Failure to maintain a listing on The Nasdaq SmallCap Market is a technical event of default under the loan agreement. If Shell Capital does not waive the event of default, Shell Capital could exercise its remedies under the loan agreement, including calling the loan due and payable. If so, Chaparral's investment in the Karakuduk Field may be lost. Chaparral Resources, Inc. is an international oil and gas exploration and production company. Chaparral participates in the development of the Karakuduk Field through KKM of which Chaparral is the operator. Chaparral owns a 50% beneficial ownership interest in KKM with the other 50% ownership interest being held by Kazakh companies, including KazakhOil, the government-owned oil company. Information Regarding Forward-Looking Statements: Except for historical information contained herein, the statements in this Press Release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties which may cause the Chaparral's actual results in future periods to differ materially from forecasted results. These risks and uncertainties include, among other things, the ability of Chaparral to secure financing, volatility of oil prices, product demand, market competition, risks inherent in the Company's international operations, imprecision of reserve estimates and Chaparral's ability to replace and expand oil and gas reserves. These and other risks are described in the Chaparral's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. ### ================================================================================ 16945 Northchase Drive * Suite 1620 * Houston, Texas 77060 281-877-7100 * 281-877-0985 Fax www.ChaparralResources.com -----END PRIVACY-ENHANCED MESSAGE-----