Current Report Filing (8-k)
February 28 2019 - 10:30AM
Edgar (US Regulatory)
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): February 27, 2019
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PHI GROUP, INC.
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(Exact
name of registrant as specified in its charter)
Nevada
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001-38255-NY
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90-0114535
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(State or other
jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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5348
Vegas Drive # 237 Las Vegas, NV
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89108
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 702-475-5430
N/A
(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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SECTION
7 – REGULATION FD DISCLOSURE
Item
7.01 Regulation FD Disclosure
Extension
of Record Date for Special Common Stock Dividend from Issuer’s Subsidiary
The
information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed “filed’
for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that
Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under
the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.
WHEREAS,
on April 23, 2018, the Company’s Board of Directors passed a resolution to declare a twenty percent (20%) special stock
dividend from its holdings of Common Stock in American Pacific Resources, Inc., a subsidiary of the Company, to shareholders of
Common Stock of the Company as follows: (a) Declaration date: April 23, 2018; (b) Record date: May 31, 2018; (c) Payment date:
October 31, 2018; (d) Dividend ratio: All eligible shareholders of Common Stock of the Company as of the Record date shall be
entitled to receive two (2) shares of Common Stock of American Pacific Resources, Inc. for every ten (10) shares of Common Stock
of PHI Group, Inc. held by such shareholders as of the referenced Record date.
WHEREAS,
on November 08, 2018 the Company’s Board of Directors amended the new dividend ratio and the new Record Date for a special
stock dividend from its holdings of Common Stock in American Pacific Resources, Inc., a subsidiary of the Company, to shareholders
of Common Stock of the Company as follows: (a) Eligible shareholders: In order to be eligible for the above-mentioned special
stock dividend, the minimum amount of Common Stock of PHI Group, Inc. each shareholder must hold as of the New Record Date is
twenty (20) shares; (b) New Record Date: The new Record Date will March 01, 2019, subject to FINRA’s approval; (c) New dividend
ratio: All eligible shareholders of Common Stock of the Company as of the new Record Date shall be entitled to receive one (1)
share of Common Stock of American Pacific Resources, Inc. for every twenty (20) shares of Common Stock of PHI Group, Inc. held
by such shareholders as of the new Record date; and (d) Payment Date: The Payment Date for the afore-mentioned special stock dividend
is March 29, 2019;
WHEREAS,
it deems to be in the best interests of the Company’s shareholders to receive freely tradable shares in American Pacific
Resources, Inc. for the afore-mentioned special dividend distribution.
On
February 27, 2019, the Company’s Board of Directors passed a corporate resolution to authorize the filing of a registration
statement for the special dividend shares in American Pacific Resources, Inc. with the Securities and Exchange Commission as soon
as possible and to set the new Payment Date for the distribution of the special stock dividend to be ten (10) business days after
said registration statement is declared effective by the Securities and Exchange Commission.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits
The
following is a complete list of exhibit(s) filed as part of this Report.
Exhibit
number(s) correspond to the number(s) in the exhibit table of Item 601 of Regulation S-K.
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.
Dated:
February 28, 2019
PHI
GROUP, INC.
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(Registrant)
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By:
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/s/
Henry D. Fahman
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Henry D. Fahman
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Chairman
and CEO
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