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): October 29, 1999
Wyoming Oil & Minerals, Inc.
(Exact name of registrant as specified in its charter)
Wyoming 0-7919 83-0217330
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
330 South Center, Suite 419, Casper, Wyoming 82601
(Address of principal executive offices) (Zip Code)
(307) 234-9638
Registrant's telephone number, including area code
(Former name or former address, if changed since last report.)
Item 1. Changes in Control of Registrant.
On October 29, 1999, the Company entered into a Stock Purchase and
Restructuring Agreement with Michael D. Herman. The Agreement provides for,
among other things, the purchase by Mr. Herman of 7,400,000 shares of the
Company at a price of $0.01 per share, or a total of $74,000.00, which purchase
has been consummated; the holding of an annual meeting pursuant to proxy
solicitation, as described below; the location by Mr. Herman of purchasers for
certain shares held by stockholders of the Company; and the arrangement by Mr.
Herman of financings of the Company of at least $1,000,000 and up to $2,000,000
for compensation of 700,000 shares of common stock of the Company at an exercise
price of $1.00 per share (post-reverse-split). The purchase funds for Mr.
Herman's purchase of 7,400,000 shares were personal funds. The shares purchased
were newly-issued shares of the Company. Mr. Herman is now the beneficial owner
of 30% of the outstanding shares of capital stock of the Company.
The annual meeting which is intended to be held by the Company in the near
future pursuant to proxy solicitation will be for the following purposes:
1) To elect four directors to the Board, management's nominees for which
will be Jack C. Bradley, Jr. (one of the current directors); Michael D. Herman;
Gerard Laheney (an associate of Michael D. Herman), and Raymond Mason (also an
associate of Michael D. Herman);
2) To authorize a one-for-one hundred reverse split of the Common Stock of
the Company; and
3) To authorize 2,000,000 shares of "blank check" preferred stock.
Michael D. Herman may increase his amount of beneficial ownership of common
stock of the Company by way of the grant of the options described above, if he
succeeds in completing the above-described financings for the Company. In such
event, assuming the reverse split described above is effectuated, and assuming
no further issuances of stock, Mr. Herman would become the beneficial owner of
81.8% of the outstanding common shares. Prior to the exercise of any such
options he would be the direct owner of 74,000 shares and the beneficial owner
of an additional 700,000 shares.
The current officers and directors of the Company have agreed to vote in favor
of Mr. Herman and his associates, Gerard Laheney and Raymond Mason, as Directors
at the annual meeting, and also to vote in favor of the other proposals to be
voted on at the Annual Meeting. It is anticipated that Mr. Herman will also
vote in favor of all of the proposals described herein.
The 7,400,000 shares purchased by Mr. Herman are being held in escrow to secure
certain of Mr. Herman's obligations pursuant to the Agreement. The failure of
Mr. Herman to complete one or more of the enumerated obligations could result in
the cancellation (return to the Company's treasury) of the 7,400,000 shares, and
in such event the Company would not issue the above-described options to Mr.
Herman.
Mr. Herman has extensive experience in the oil and gas industries and hopes to
bring the Company to profitability and thereby improve its value to its
shareholders.
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.
Wyoming Oil & Minerals, Inc.
Date: November 8, 1999 By: /s/ Jack C. Bradley, Jr.
Jack C. Bradley, Jr., President
