UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event report): January 24, 2014
Par Petroleum Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 0-16203 | 84-1060803 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 800 Gessner Road, Suite 875 Houston, Texas |
77024 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(713) 969-3293
(Registrant’s telephone number, including area code)
(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 (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 7.01 Regulation FD Disclosure.
On January 24, 2013, the Company issued a press release announcing an update on the effectiveness of its previously announced one for ten reverse stock split. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instructions B.2 and B.6 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and Exhibit 99.1 be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press Release dated January 24, 2014. | |
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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 hereunto duly authorized.
| Par Petroleum Corporation | ||||
| Dated: January 24, 2014 |
/s/ Brice Tarzwell | |||
| Brice Tarzwell | ||||
| Chief Legal Officer | ||||
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Exhibit 99.1
PAR PETROLEUM PROVIDES UPDATE ON EFFECTIVENESS OF REVERSE STOCK SPLIT
Houston, Texas (January 24, 2014) – Par Petroleum Corporation (OTCQB Marketplace: PARR), a diversified energy company, announced today its previously announced one for ten reverse stock split was approved by FINRA and will be effective for trading purposes as of the commencement of trading on January 29, 2014.
As previously disclosed, Par’s common stock will continue to trade on the OTQB Marketplace under the symbol “PARR” and upon effectiveness of the reverse stock split for trading purposes as of the commencement of trading on January 29, 2014, every ten shares of issued Par common stock will be automatically exchanged for one share of common stock.
No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share of Par common stock will be entitled to receive a cash payment in lieu of the fractional share.
Corporate Stock Transfer is acting as the Company’s Exchange Agent in connection with the reverse stock split. Stockholders holding physical stock certificates will receive the notices, forms and instructions regarding the exchange of their certificates reflecting pre-split shares for certificates reflecting post-split shares from the Exchange Agent.
Holders of shares of common stock held in book-entry form do not need to take any action in connection with the reverse stock split, and will see the impact of the reverse stock split automatically reflected in their accounts.
Banks, brokers and other holders of record will be instructed to effect the reverse stock split for their customers holding common stock in street name. However, these banks, brokers and other holders of record may have different procedures for processing a reverse stock split. Stockholders who hold shares of common stock in street name are encouraged to contact their bank, broker, or other holders of record.
Par Petroleum Corporation
Par Petroleum Corporation is a growing Houston-based company that manages and maintains interests in a variety of energy-related assets. The enterprise’s operating activities are concentrated in its wholly-owned subsidiaries, Texadian Energy and Hawaii Independent Energy. Texadian Energy sources, markets, transports and distributes crude petroleum-based energy products. Hawaii Independent Energy includes a refinery in Hawaii as well as a 27-mile pipeline system, other logistical assets and retail stations. Par also has a substantial investment in Piceance Energy, LLC, which owns and operates natural gas reserves located in Colorado.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are the successful implementation of the reverse stock split and the trading of post-split shares. Although the Company believes that in making such forward-looking statements its expectations are based upon reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. The Company cannot assure you that the assumptions upon which these statements are based will prove to have been correct. Other important risk factors that may affect the Company’s business, results of operations and financial position are discussed in its most recently filed Annual Report on Form 10-K, recent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K and other Securities and Exchange Commission filings.
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Contacts:
Investor Relations:
Stonegate Securities, Inc.
Preston Graham, 214-987-4121
preston@stonegateinc.com
National Media:
Global Communication Works
Brad Ginsburg, 713-721-4774
bradg@gcomworks.com