Current Report Filing (8-k)
November 13 2018 - 5:17PM
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): November 8, 2018
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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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[ ]
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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 October 31, 2018, the Company’s Board of Directors passed a corporate resolution to extend the Payment Date of the special
stock dividend to March 29, 2019 to allow for substantive developments of American Pacific Resources, Inc. before filing a registration
statement with the Securities and Exchange Commission to take this subsidiary public.
WHEREAS
,
it deems to be in the best interests of the Company and its shareholders to amend the Record Date and the dividend ratio to
allow for a broader participation of the Company’s shareholders in the special dividend distribution.
On
November 8, 2018, the Company’s Board of Directors passed a corporate resolution to further amend the stipulations of the
afore-mentioned special stock dividend in connection with the spinoff of American Pacific Resources, Inc. as follows: (a) New
Record Date: The new Record Date will March 01, 2019, subject to FINRA’s approval; (b) 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; (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.
SECTION
9 – FINANCIAL STATEMENTS AND EXHBITS
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:
November 13, 2018
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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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