- Current report filing (8-K)
April 09 2012 - 4:33PM
Edgar (US Regulatory)
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):
April
9, 2012 (April 3, 2012)
Tri-Valley
Corporation
(Exact
name of registrant as specified in its charter)
Delaware
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001-31852
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94-1585250
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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4927 Calloway Drive
Bakersfield, California 93312
(Address
of principal executive office)
Issuer's telephone number:
661-864-0500
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:
⃞
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 1.01 Entry into a Material Definitive Agreement.
On April 3, 2012, Mr. G. Thomas Gamble, through a related trust, loaned
Tri-Valley Corporation (the “Company”) $1,500,000, bearing simple
interest at 14% per annum and due on April 30, 2013 (the “Additional
Note”), on the express condition that the Additional Note would be
combined with the Senior Secured Note issued to Mr. Gamble’s trust on
March 30, 2012. The Corporation’s obligations under the Additional Note
will be secured by the same collateral that currently secures the Senior
Secured Note. A summary of such collateral was set forth in the
Company’s Current Report on Form 8-K dated April 5, 2012, which summary
is incorporated herein by this reference.
The Company also agreed to issue Mr. Gamble’s trust an additional
warrant to purchase 1,365,000 shares of Common Stock (the “Additional
Warrant”), at an exercise price per share equal to the closing price of
the Common Stock on the last trading day prior to issuance, plus $0.01,
subject to approval of the application to NYSE Amex for the listing of
the shares of Common Stock underlying the Additional Warrant. Once
issued, the Additional Warrant will be exercisable for a period of five
(5) years from the date of issuance.
The Company used the proceeds from the additional $1.5 million loan to
settle its pending litigation with the plaintiffs in
Hansen et al. v.
Tri-Valley Corporation et al., No. 56-2010-00373549-CU-OR-VTA
,
Superior Court, Ventura County, California. Pursuant to the settlement
agreement, the Company agreed to pay the plaintiffs the sum of $1.5
million in return for a mutual release that pertains to all claims
asserted in the complaint and a dismissal of the lawsuit with prejudice.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 above with respect to the $1.5
million loan is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 above with respect to the
issuance of the Additional Warrant is incorporated by this reference
into this Item 3.02.
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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TRI-VALLEY CORPORATION
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Date:
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April 9, 2012
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/s/ Maston N. Cunningham
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Maston N. Cunningham, President and Chief Executive Officer
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