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) August 24, 2015
Trimerica Energy Corporation
(Exact name of Registrant as specified in its charter—formerly
Treaty Energy Corporation)
| Delaware | | 000-28015 | | 88-0884116 |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
201 St. Charles Avenue, Suite 2513
New Orleans, LA 70170
(Address of principal executive offices)
504-754-6987
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Treaty Energy Corporation (address unchanged)
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)) |
EXPLANATORY NOTE
Effective August 21, 2015, the issuer changed its name to Trimerica Energy Corporation (from Treaty Energy Corporation) and re-domiciled to Delaware (from Nevada). Those changes are reflected in the Form 8-K (the “Prior 8-K”) filed with the Commission on its EDGAR system August 21, 2015. A corporate actions filing with FINRA was made August 24, 2015 in order to so reflect the changes herein specified. This is the first report being filed since engaging in the Delaware Section 251(g) reorganization and changing its name in Delaware to “Trimerica Energy Corporation” (hereafter, the “Company”).
ITEM 8.01. OTHER EVENTS
On August 24, 2015, the Company filed an application with FINRA to effect certain “corporate actions,” specifically effecting (i) a name change to Trimerica Energy Corporation consistent with its reincorporation in Delaware alluded to above and addressed in the Prior 8-K; (ii) a 1 for 11.5 reverse split; (iii) and a new trading symbol.
Assuming the review is concluded as filed and consistent with FINRA regulations, the following result was requested to be effective on September 9, 2015 (the actual effective date would be dependent upon FINRA):
| | · | The Company’s name will be changed to Trimerica Energy Corporation and FINRA will assign a new trading symbol, superseding the current TECO symbol. |
| | · | The 1 for 11.5 roll back will be effective September 8, 2015 for shareholders of record on that date, reducing the number of common shares outstanding from 1,778,202,295 to 169,352,600 (rounding up to the next whole number if fractional shares result). |
Once effected, consistent with current management’s commitment to be more disclosive in character, the Company will issue another Form 8-K to reflect the outcome of this FINRA filing and associated corporate actions.
Also, once FINRA approval received, the Company will also then take immediate action in Delaware to reduce the authorized common shares to an aggregate 650,000,000 shares, specifically 645,000,000 common (from the current 2.3 Billion) and 5,000,000 preferred (from the current 50,000,000).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit Number | | Description |
| | |
| 99.1 | | August 27, 2015 Press Release |
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.
| Trimerica Energy Corporation (Registrant) |
| | | |
| Date: August 27, 2015 | By: | /s/ Andrew Kramer | |
| | Andrew Kramer General Counsel and Secretary | |
INDEX TO EXHIBITS
| Exhibit Number | | Description |
| | |
| 99.1 | | August 27, 2015 Press Release |
5
EXHIBIT 99.1
TRIMERICA (formerly Treaty) Energy Corporation
August 27, 2015 __:__ AM [PM]
NEW ORLEANS, August 27, 2015 /PRNewswire/ -- TRIMERICA Energy Corporation (formerly Treaty Energy Corporation) (TECO), a growth-oriented energy company in the oil and gas industry today filed a Form 8-K announcing its filing with FINRA relating to certain corporate actions. This is the first Press Release being filed since engaging in a Delaware Section 251(g) reorganization and changing its name in Delaware to Trimerica Energy Corporation (hereafter, the “Company”).
Consistent with the commitment of Company’s new management to be fully disclosive, the Board of Directors is pleased to advise our shareholders that the Company has today filed a Form 8-K with regard to the FINRA application to effect a name change to Trimerica, a proposed change in the current TECO trading symbol and an 11.5 to 1 one reverse split. Such 8-K can be accessed on the EDGAR service of the SEC at www.sec.gov. It is the Company’s understanding that FINRA will approve such corporate actions on or after September 9, 2015. Once the foregoing corporate actions are approved by FINRA, the Company will file in Delaware to reduce the number of shares authorized from 2.3 Billion common shares to 645,000,000 and the Company’s preferred shares to a maximum of 5,000,000, an aggregate 650MM shares.
Company Chairman, with regard to these changes, Chris Tesarski states: “The Board of Directors is stalwart in its resolve to send a definitive message through these various corporate actions, to our shareholders and the investment community that the Company is committed to a disciplined and concerted effort to move the company forward in a new and positive direction.”
ON BEHALF OF THE BOARD OF DIRECTORS
Contact:
TRIMERICA Energy Corporation (formerly Treaty Energy Corporation)
Investor Relations
david@pacificrenewablegroup.com
chris.tesarski@sandboxresourcesolutions.com
akramer@kramerllc.com
Tel: 504-524-6987
About TRIMERICA Energy Corporation (formerly Treaty Energy Corporation)
TRIMERICA, a developmental stage energy company, is engaged in the acquisition, development and production of oil and natural gas. TRIMERICA seeks to acquire and develop oil and gas leases which have "proven but undeveloped reserves" at the time of acquisition. These properties are not strategic to large exploration-oriented oil and gas companies. Management believes this strategy will allow TRIMERICA to develop and produce oil and natural gas with tremendously decreased risk, cost and time involved in traditional exploration.
Forward-Looking Statements
Statements herein express management's beliefs and expectations regarding future performance and are forward-looking and involve risks and uncertainties, including, but not limited to, raising working capital and securing other financing; responding to competition and rapidly changing technology; and other risks. These risks will be (or are) detailed in the Company's filings with the Securities and Exchange Commission, including Forms 10-K, 10-Q and 8-K. Actual results may differ materially from such forward-looking statements.