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
Date of Report (Date of earliest event reported): January 25,
2023
BARNWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
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1-5103
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72-0496921
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(State or other jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1100 Alakea Street, Suite 500
Honolulu, Hawaii 96813
(Address of Principal Executive Offices) (Zip Code)
(808) 531-8400
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.50 Par Value
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BRN
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NYSE
American
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter). Emerging growth
company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01 |
Entry into a Material Definitive Agreement.
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The information set forth in Item 3.03 is incorporated herein by
reference.
Item 1.02 |
Termination of a Material Definitive Agreement.
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The information set forth in Item 3.03 is incorporated herein by
reference.
Item 3.03 |
Material Modification to Rights of Security Holders.
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On January 25, 2023, Barnwell Industries, Inc. (the “Company”) and
Broadridge Corporate Issuer Solutions, Inc., as rights agent (the
“Rights Agent”), entered into an Amendment No. 1 (the “Amendment”)
to the Tax Benefits Preservation Plan, dated as of October 17,
2022, by and between the Company and the Rights Agent (the “Rights
Agreement”) filed as Exhibit 4.1 to the Company’s Registration
Statement on Form 8-A filed with the Securities and Exchange
Commission on October 17, 2022.
The Amendment accelerates the expiration of the Company’s rights
(the “Rights”) under the Rights Agreement to January 25, 2023.
Consequently, the Rights Agreement terminated on that date. At the
time of the termination of the Rights Agreement, all Rights
distributed to holders of the Company’s common stock pursuant to
the Rights Agreement expired.
The foregoing description does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Amendment, which is filed as Exhibit 4.1 to this report.
On January 23, 2023, the Company issued a press release announcing,
among other things, the termination of the Rights Agreement. A copy
of the press release is attached as Exhibit 99.1 to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 23, 2023.
Item 9.01 |
Financial Statements and
Exhibits.
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(d) Exhibits
Exhibit No.
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Description
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4.1
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Amendment No. 1 to Tax Benefits Preservation Plan, dated as of
October 17, 2022, by and between Barnwell Industries, Inc. and
Broadridge Corporate Issuer Solutions, Inc., as Rights Agent
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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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.
Dated: January 25, 2023
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BARNWELL INDUSTRIES, INC.
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By:
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Name:
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Russell M. Gifford
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Title:
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Executive Vice President and Chief Financial Officer
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Exhibit
Index
Exhibit No.
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Description
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Amendment No. 1 to Tax Benefits Preservation Plan, dated as of
October 17, 2022, by and between Barnwell Industries, Inc. and
Broadridge Corporate Issuer Solutions, Inc., as Rights Agent
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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