UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 24, 2012
(Date of earliest event reported)
Corning Natural Gas Corporation
(Exact name of registrant as specified in its charter)
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New York |
000-00643 |
16-0397420 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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330 West William Street, Corning, New York |
14830 |
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(Address of principal executive offices) |
(Zip Code) |
(607) 936-3755
(Registrant's telephone number, including area code)
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
Corning Natural Gas Corporation announced today the completion of its subscription rights offering. As previously disclosed in its Registration Statement on Form S-1 (No. 333-182386), the Company offered each of its shareholders one transferable subscription right for each eight shares owned on July 2, 2012, the record date. Each subscription right gave the holder the right to purchase one share of the Company's common stock at $15.75 per share. Of the approximately 246,524 shares available for purchase under the rights offering, holders directly and through the over-subscription feature of the offering exercised rights to purchase all of the available shares. Over subscription shares were available only to the extent other shareholders did not exercise their rights. The oversubscription sought by exercising holders exceeded the shares available through non-subscription of primary rights. The Company received gross proceeds of $3,882,753.00 under the offering and expects net proceeds, after expenses, of approximately $3,827,253.00. As disclosed in the prospectus forming a portion of the Registration Statement, the Company plans to use the net proceeds for general corporate purposes, including capital expenditures such as the pipeline replacement and system reliability capital projects required under its New York Public Service Commission rate order.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K may contain statements that are forward-looking, such as statements relating to future capital expenditures. The words "believe," "expect," "anticipate," "intend," "may," "plan," and similar expressions are intended to identify these statements. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be achieved. As forward-looking statements, these statements involve risks, uncertainties and other factors that could cause actual results to differ materially from the expected results. Accordingly, actual results may differ materially from those expressed in any forward-looking statements. Please see the Registration Statement noted above and the reports incorporated by reference therein for certain factors which may cause our results to vary from those expected.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
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99.1 |
Press Release dated September 27, 2012. |
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 thereunto duly authorized.
Corning Natural Gas Corporation
By: /s/ Michael I. German
President and Chief Executive Officer
Dated: September 27, 2012
EXHIBIT INDEX
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Exhibit No. |
Description |
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99.1 |
Press Release dated September 27, 2012. |
CORNING NATURAL GAS CORPORATION
PRESS RELEASE
FOR IMMEDIATE RELEASE
Corning Natural Gas Corporation Announces Completion of Rights Offering
CORNING, NY (September 27, 2012) -- Corning Natural Gas Corporation (OTCBB: CNIG) (the "Company") announced the successful closure of its rights offering. The rights offering allowed existing Corning Natural Gas shareholders to buy shares of the Company's common stock at $15.75/share. Rights were awarded to shareholders of record as of July 2, 2012 and each shareholder received one right for each eight shares they owned at that time.
All of the approximately 246,524 shares available for purchase under the rights offering were purchased.
The Company received gross proceeds of approximately $3,882,753.00. The Company intends to use the funds primarily for capital expenditures such as the pipeline replacement and system reliability projects in the service territory. The Company also expects to use some of the proceeds for growth initiatives.
Forward-Looking Statements
This press release may contain statements that, to the extent they are not recitations of historical facts, constitute "forward-looking statements" within the meaning of the Securities Litigation Reform Act of 1995 (Reform Act). All such forward-looking statements are intended to be subject to the safe harbor protection provided by the Reform Act. A number of important factors affecting Corning's business and financial results could cause actual results to differ materially from those stated in the forward-looking statements.
About Corning Natural Gas
Corning Natural Gas Corporation, headquartered in Corning, New York, was incorporated in 1904. Corning is a local distribution company (LDC) that provides natural gas service to approximately 15,000 customers through more than 400 miles of gas distribution and transmission pipelines in the Southern Tier and Central regions of New York State.