Current Report Filing (8-k)
August 18 2014 - 8:00AM
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: August 18, 2014
(Date of earliest event reported)
| PUISSANT INDUSTRIES, INC. |
| (Exact name of registrant as specified in its charter) |
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FLORIDA
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333-17422
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27-0543309
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(State of or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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520 Whitley Street, London, Kentucky
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40743
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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)
None
(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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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 8 - Other Events
On August 18, 2014, our Board of Directors approved Articles of Amendment to our Articles of Incorporation, which will affect a two (2) shares for every ten (10) Shares Dividend of our issued and outstanding common stock (the “Share Dividend”). The record date is September 4, 2014 and the ex-dividend date is September 2, 2014. Also, on August 18, 2014, the following affiliate shareholders who are the Consenting Shareholders consented to this action and voted to approve the action with 75.76% of our outstanding shares: (a) Mark Holbrook; (b) Cora Holbrook; (c) Marshall Holbrook; (d) McCrome International, Inc.; (e) Logos Resources, Inc.; (f) Sovereign One, Inc.; (g) Adid Corporation; and (h) Carbon River, Inc.
The Share Dividend is subject to the following:
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a)
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SEC Regulatory Review of a Preliminary Information Statement;
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b)
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Filing a Definitive Information Statement with the SEC that we will mail to all non-consenting shareholders of record;
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c)
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Filing Articles of Amendment with the State of Florida Corporation’s Department;
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d)
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Our filing of an Issuer Form with FINRA;
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e)
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Our transfer agent filing a transfer agent form with FINRA; and
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f)
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FINRA regulatory approval of the Share Dividend.
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On August 18, 2014, we issued a press release regarding the Share Dividend.
Item 9.01 Financial Statements and Exhibits.
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99.1
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Press Release announcing the Share Dividend.
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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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PUISSANT INDUSTRIES, INC. |
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Date: August 18, 2014
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By:
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/s/ Mark Holbrook |
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Mark Holbrook
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EXHIBIT 99.1
Puissant Industries, Inc.'s Board of Directors and Consenting Shareholders Approve a 20% Common Stock Share Dividend
London, Kentucky – (BUSINESS WIRE)– August 18, 2014. Puissant Industries, Inc. (OTCBB: PSSS) (the “Company”) is pleased to announce that on August 18, 2014 its Board of Directors and Consenting Shareholders constituting 75.76% of the Company’s outstanding shares approved of the Company filing Articles of Amendment to the Company’s Articles of Incorporation with the State of Florida, which will affect a two (2) shares for every ten (10) Shares Dividend of the Company’s issued and outstanding common stock shares (the “Share Dividend”). The record date of the Share Dividend is September 4, 2014; the ex-dividend date is September 2, 2014.
About Puissant Industries, Inc.
Puissant Industries, Inc. is engaged in oil and gas exploration and development activities in fractured shale formations located in Eastern Kentucky. Puissant’s business strategy is to grow its reserves, production and cash flow on a cost-efficient basis. The key elements of this business strategy includes:
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Developing and exploiting Puissant’s existing properties with a multi-year drilling program in the Appalachian Basin Devonian Shale;
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Maintain long-life reserve base by focusing on acreage acquisition and development activities on resources that target long-life gas and oil reserves;
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Use a disciplined financial approach to be financially strong, yet flexible, through the prudent management of our balance sheet and active management of commodity price volatility.
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Disclaimer
Statements made in this press release that express the Company or management’s intentions, plans, beliefs, expectations or predictions of future events, are forward-looking statements. The words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will” and similar expressions are intended to further identify such forward-looking statements, although not all forward-looking statements contain these identifying words. Those statements are based on many assumptions and are subject to many known and unknown risks, uncertainties and other factors that could cause the Company’s actual activities, results or performance to differ materially from those anticipated or projected in such forward-looking statements. You should review all of the Company’s filings, most significantly its periodic reports that are available at www.sec.gov. The Company cannot guarantee future financial results, levels of activity, performance or achievements and investors should not place undue reliance on the Company’s forward-looking statements. Readers are cautioned that the Share Dividend is subject to SEC Regulatory Review of the Preliminary Information Statement (followed by the filing of a Definitive Information Statement), filing Articles of Amendment with the State of Florida and FINRA filings that are subject to their review and approval of the Share Dividend.
No information contained in this press release should be construed as any indication whatsoever of: (a) the Company's future stock price; (b) the Company's future financial results; (c) whether the Share Dividend will have any positive effect upon the trading of the Company’s stock. The forward-looking statements contained herein represent the judgment of the Company as of the date of this press release -- the Company expressly disclaims any intent, obligation or undertaking to update or revise such forward-looking statements to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.
Contact:
For Puissant Industries, Inc.:
Mark Holbrook, Chief Executive Officer
(606) 864-3161
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