- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
September 30 2009 - 10:10AM
Edgar (US Regulatory)
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)
September 30,
2009
Cano
Petroleum, Inc.
(Exact Name of
Registrant as Specified in Its Charter)
Delaware
(State or Other
Jurisdiction of Incorporation)
001-32496
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77-0635673
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(Commission File
Number)
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(IRS Employer
Identification No.)
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801
Cherry Street, Suite 3200
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Fort
Worth, Texas
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76102
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(Address of
Principal Executive Offices)
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(Zip Code)
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(817)
698-0900
(Registrants
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 (
see
General Instruction A.2. below):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
x
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01
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Entry into a Material Definitive Agreement.
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Item 7.01
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Regulation FD Disclosure.
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On September 30, 2009,
Jeffrey Johnson, the Chief Executive Officer of Cano Petroleum, Inc. (Cano),
will present at The IPAA Private Capital Conference. For the benefit of all investors, the materials
to be utilized during the presentation are attached hereto as Exhibit 99.1
and will be posted on Canos website, www.canopetro.com, under the Investor
Relations Presentations and Slideshows.
Pursuant to General
Instruction B.2 of Form 8-K, the information disclosed in this Item 7.01,
including Exhibit 99.1 hereto, is being furnished pursuant to Item 7.01
and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the liabilities of
that section, nor is it incorporated by reference into any filing of Cano under
the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made
before or after the date hereof, regardless of any general incorporation
language in such filing.
Additional Information and Where to Find It
This communication is being made in respect of the
proposed business combination involving Resaca Exploitation, Inc. (Resaca)
and Cano. In connection with the proposed transaction, Resaca and Cano plan to (a) file
documents with the SEC, including the filing by Resaca of a Registration
Statement on Form S-4 containing a Joint Proxy Statement/Prospectus, (b) publish
an admission document for the purpose of admitting the issued common stock of
the enlarged group to trading on the AIM Market of the London Stock Exchange (AIM)
and (c) file with AIM and the SEC other necessary documents regarding the
proposed transaction. Investors and security holders of Resaca and Cano are
urged to carefully read the Joint Proxy Statement/Prospectus and AIM admission
document (when available) and other documents filed with AIM and the SEC by
Resaca and Cano because they will contain important information about the
proposed transaction. Investors and security holders may obtain free copies of
these documents (when they are available) and other documents filed with the
SEC by contacting Resaca Investor Relations at (713) 753-1441 or Cano Investor
Relations at (817) 698-0900. Investors and security holders may obtain free
copies of the documents filed with the SEC and published in connection with the
admission to AIM on Resacas website at www.resacaexploitation.com or Canos
website at www.canopetro.com.
Information filed with the SEC will be available on the SECs website at
www.sec.gov. Resaca, Cano and their
respective directors and executive officers may be deemed participants in the
solicitation of proxies with respect to the proposed transaction. Information
regarding the interests of these directors and executive officers in the
proposed transaction will be included in the Joint Proxy Statement/Prospectus
and AIM admission document described above. Additional information regarding
the directors and executive officers of Resaca is also included in Resacas
website. Additional information
regarding the directors and executive officers of Cano is also included in Canos
proxy statement for its 2008 Annual Meeting of Stockholders, which was filed
with the SEC on December 3, 2008.
Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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99.1
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Cano
Petroleum, Inc. September 30, 2009 presentation.
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2
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.
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CANO
PETROLEUM, INC.
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Date:
September 30, 2009
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By:
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/s/ Benjamin Daitch
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Benjamin Daitch
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Senior Vice President
and
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Chief Financial Officer
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3
EXHIBIT INDEX
Exhibit
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Number
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Description
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99.1
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Cano
Petroleum, Inc. September 30, 2009 presentation.
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