SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 21, 1999
CHAPARRAL RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-7261 84-0630863
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2211 Norfolk Street, Suite 1150
Houston, Texas 77098
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 807-7100
<PAGE>
Item 5. Other Events.
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At a Special Meeting of Shareholders of Chaparral Resources, Inc., a
Colorado corporation (the "Registrant"), held on April 21, 1999, the
shareholders of the Registrant and the sole shareholder of Chaparral Resources
Delaware, Inc., a Delaware corporation and a wholly-owned subsidiary of the
Registrant ("Merger Sub"), approved a proposal to reincorporate the Registrant
under the laws of Delaware through a Plan and Agreement of Merger (the
"Agreement") between the Registrant and Merger Sub. (the "Reincorporation").
Under the terms of the Agreement, the Reincorporation was effective as of April
21, 1999. Approximately 52.5% of the holders of Common Stock of the Registrant
and 100% of the holders of the Series A Preferred Stock of the Registrant
entitled to notice of and to vote at the Special Meeting voted in favor of the
Reincorporation.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
Number Exhibit
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2.1 Plan and Agreement of Merger
99.1 Final report of the Inspectors of Election
99.2 Press release, dated April 21, 1999, of Chaparral Resources,
Inc.
<PAGE>
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.
CHAPARRAL RESOURCES, INC.
Date: April 29, 1999 By: /s/ Michael B. Young
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Michael B. Young, Treasurer
PLAN AND AGREEMENT OF MERGER
THIS PLAN AND AGREEMENT OF MERGER (this "Merger Agreement") is made as of
April 21, 1999, by and between Chaparral Resources, Inc., a Colorado corporation
("Chaparral") and Chaparral Resources Delaware, Inc., a Delaware corporation
("Chaparral Delaware" and, together with Chaparral, the "Constituent
Corporations").
WHEREAS, the authorized capital stock of Chaparral consists of 100,000,000
shares of Common Stock, par value $0.10 per share, and 1,000,000 shares of
Preferred Stock, no par value per share;
WHEREAS, the authorized capital stock of Chaparral Delaware consists of
100,000,000 shares of Common Stock, par value $0.0001 per share, and 1,000,000
shares of Preferred Stock, no par value per share; and
WHEREAS, the directors of the Constituent Corporations deem it advisable
and to the advantage of the Constituent Corporations that Chaparral merge with
and into Chaparral Delaware upon the terms and conditions provided herein.
NOW, THEREFORE, the parties do hereby adopt the plan of reorganization
encompassed by this Merger Agreement and do hereby agree that Chaparral shall
merge with and into Chaparral Delaware on the following terms, conditions and
other provisions:
1. TERMS AND CONDITIONS.
1.1 Merger. Chaparral shall be merged with and into Chaparral Delaware (the
"Merger"), effective at 5:01 p.m., Mountain Standard Time, April 21, 1999 (the
"Effective Date") and Chaparral Delaware shall be the surviving corporation (the
"Surviving Corporation").
1.2 Name Change. On the Effective Date, the name of Chaparral Delaware will
be Chaparral Resources, Inc.
1.3 Succession. On the Effective Date, Chaparral Delaware will continue its
separate corporate existence under the laws of the State of Delaware, and the
separate existence and corporate organization of Chaparral, except insofar as it
may be continued by operation of law, shall be terminated and cease.
1.4 Transfer of Assets and Liabilities. On the Effective Date, the rights,
privileges, and powers, both of a public and a private nature, of each of the
Constituent Corporations shall be vested in and possessed by the Surviving
Corporation, subject to all of the disabilities, duties and restrictions of or
upon each of the Constituent Corporations; and all rights, privileges, and
powers of each of the Constituent Corporations, and all property, real, personal
and mixed, of each of the Constituent Corporations, and all debts due to each of
the Constituent Corporations on whatever account, and all things in action or
belonging to each of the Constituent Corporations shall be transferred to and
vested in the Surviving Corporation; and all property, rights, privileges and
powers, and all and every other interest, thereafter shall be the property of
the Surviving Corporation as they were of the Constituent Corporations, and the
title to any real estate vested by deed or otherwise in either of the
Constituent Corporations shall not revert or be in any way impaired by reason of
the Merger; provided, however, that the liabilities of the Constituent
Corporations and of their respective stockholders, directors and officers shall
not be affected and all rights of creditors and all liens upon any property of
either of the Constituent Corporations shall be preserved unimpaired, and any
claim existing or action or proceeding pending by or against either of the
Constituent Corporations may be prosecuted to judgment as if the Merger had not
been consummated, except as they may be modified with the consent of such
creditors, and all debts, liabilities and duties of or upon each of the
Constituent Corporations shall attach to the Surviving Corporation, and may be
enforced against it to the same extent as if such debts, liabilities and duties
had been incurred or contracted by it.
1.5 Common Stock and Preferred Stock of Chaparral and Chaparral Delaware.
On the Effective Date, by virtue of the Merger and without any further action on
the part of the Constituent Corporation or their respective stockholders, (i)
each share of Common Stock of Chaparral issued and outstanding immediately prior
<PAGE>
thereto shall be combined, changed and converted into one (1) share of Common
Stock of Chaparral Delaware,in each case fully paid and nonassessable, (ii) each
share of Preferred Stock of Chaparral issued and outstanding immediately prior
thereto shall be combined, changed and converted into one (1) share of Preferred
Stock of Chaparral Delaware, in each case fully paid and nonassessable, of the
same series and with identical designations, preferences, rights,
qualifications, limitations and restrictions, (iii) each share of Common Stock
of Chaparral Delaware issued and outstanding immediately prior thereto shall be
canceled and returned to the status of authorized but unissued shares, and (iv)
each share of Preferred Stock of Chaparral Delaware issued and outstanding
immediately prior thereto shall be canceled and returned to the status of
authorized but unissued shares.
1.6 Stock Certificates. On and after the Effective Date, all of the
outstanding certificates that, prior to that time, represented shares of Common
Stock and Preferred Stock of Chaparral shall be deemed for all purposes to
evidence ownership of and to represent the shares of Chaparral Delaware into
which the shares of Chaparral represented by such certificates have been
converted as herein provided and shall be so registered on the books and records
of the Surviving Corporation or its transfer agents. The registered owner of any
such certificate shall, until such certificate shall have been surrendered for
transfer or conversion or otherwise accounted for to the Surviving Corporation
or its transfer agent, have and be entitled to exercise any voting and other
rights with respect to and to receive any dividend and other distribution upon
the shares of Chaparral Delaware evidenced by such outstanding certificate as
above provided.
1.7 Options. On the Effective Date, if any options or rights granted to
purchase shares of Common Stock of Chaparral remain outstanding, then the
Surviving Corporation will assume outstanding and unexercised portions of such
options and such options, shall be changed and converted into options to
purchase Common Stock of Chaparral Delaware, such that an option to purchase one
(1) share of Common Stock of Chaparral shall be converted into an option to
purchase one (1) share of Common Stock of Chaparral Delaware. No other changes
in the terms and conditions of such options will occur.
1.8 Purchase Rights. On the Effective Date, the Surviving Corporation will
assume outstanding obligations of Chaparral to issue Common Stock or other
capital stock pursuant to contractual purchase rights granted by Chaparral, and
the outstanding and unexercised portions of all outstanding contractual rights
to purchase Common Stock or other capital stock of Chaparral shall be changed
and converted into contractual rights to purchase Common Stock or other capital
stock, respectively, of Chaparral Delaware such that a contractual right to
purchase one (1) share of Common Stock or other capital stock of Chaparral shall
be converted into a contractual right to purchase one (1)share of Common stock
or other capital stock, respectively, of Chaparral Delaware. No other changes in
the terms and conditions of such contractual purchase rights will occur.
1.9 Employee Benefit Plans. On the Effective Date, the Surviving
Corporation shall assume all obligation of Chaparral under any and all employee
benefit plans in effect as of such date with respect to which employee rights or
accrued benefits are outstanding as of such date. On the Effective Date, the
Surviving Corporation shall adopt and continue in effect all such employee
benefit plans upon the same terms and conditions as were in effect immediately
prior to the Merger.
2. CHARTER DOCUMENTS, DIRECTORS AND OFFICERS
2.1 Certificate of Incorporation and Bylaws. The Certificate of
Incorporation of Chaparral Delaware in effect on the Effective Date shall
continue to be the Certificate of Incorporation of the Surviving Corporation
without change or amendment until further amended in accordance with the
provisions thereof and applicable law. The Bylaws of Chaparral Delaware in
effect on the Effective Date shall continue to be the Bylaws of the Surviving
Corporation without change or amendment until further amended in accordance with
the provisions thereof and applicable law.
2.2 Directors. The directors of Chaparral preceding the Effective Date
shall become the directors of the Surviving Corporation on and after the
Effective Date to serve until expiration of their terms and until their
successors are elected and qualified.
2.3 Officers. The officers of Chaparral preceding the Effective Date shall
become the officers of the Surviving Corporation on and after the Effective Date
to serve at the pleasure of its Board of Directors.
<PAGE>
3. MISCELLANEOUS
3.1 Further Assurances. From time to time, and when required by the
Surviving Corporation or by its successors and assigns, the Surviving
Corporation shall execute and deliver, or cause to be executed and delivered,
such deeds and other instruments, and the Surviving Corporation shall take or
cause to be taken such further and other action as shall be appropriate or
necessary in order to vest or perfect or to conform of record or otherwise, in
the Surviving Corporation the title to and possession of all the property,
interests, assets, rights, privileges, immunities, powers, franchises and
authority of Chaparral and otherwise to carry out the purposes of this Merger
Agreement, and the officers and directors of the Surviving Corporation are
authorized fully in the name and on behalf of Chaparral Delaware or otherwise to
take any and all such action and to execute and deliver any and all such deeds
and other instruments.
3.2 Amendment. At any time before or after approval by the stockholders of
Chaparral, this Merger Agreement may be amended in any manner (except that,
after the approval of this Merger Agreement by the stockholders of Chaparral,
the principal terms may not be amended without further approval of the
stockholders of Chaparral) as may be determined in the judgment of the
respective Board of Directors of Chaparral Delaware and Chaparral to be
necessary, desirable, or expedient in order to clarify the intention of the
parties hereto or to effect or facilitate the purpose and intent of this Merger
Agreement.
3.3 Conditions to Merger. The obligation of the Constituent Corporations to
effect the transactions contemplated hereby is subject to satisfaction of the
following conditions (any or all of which may be waived by either of the
Constituent Corporations in its sole discretion to the extent permitted by law):
(a) the Merger shall have been approved by the shareholders of
Chaparral in accordance with applicable provisions of the
Colorado Business Corporation Act;
(b) Chaparral, as sole stockholder of Chaparral Delaware, shall have
approved the Merger in accordance with the General Corporation
Law of the State of Delaware; and
(c) any and all consents, permits, authorizations, approvals, and
orders deemed in the sole discretion of Chaparral to be material
to consummation of the Merger shall have been obtained.
3.4 Abandonment or Deferral. Notwithstanding the approval of this Merger
Agreement by the shareholders of Chaparral and Chaparral Delaware, at any time
before the Effective Date, (a) this Merger Agreement may be terminated and the
Merger may be abandoned by the Board of Directors of either Chaparral or
Chaparral Delaware or both or (b) the consummation of the Merger may be deferred
for a reasonable period of time if, in the opinion of the Board of Directors of
Chaparral or the Board of Directors of Chaparral Delaware, such action would be
in the best interests of such corporations. In the even of termination of this
Merger Agreement, this Merger Agreement shall become void and of no effect and
there shall be no liability on the part of either Constituent Corporation or
their respective Board of Directors or stockholders with respect thereto, except
that Chaparral shall pay all expenses incurred in connection with the Merger or
in respect to this Merger Agreement or relating thereto.
3.5 Counterparts. In order to facilitate the filing and recording of this
Merger Agreement, the same may be executed in any number of counterparts, each
of which shall be deemed to be an original.
<PAGE>
IN WITNESS WHEREOF, this Merger Agreement, having first been duly approved
by the Board of Directors of Chaparral and the Board of Directors of Chaparral
Delaware, hereby is executed on behalf of each such corporation and attested to
by a duly authorized officer thereof as of the date first above written.
CHAPARRAL RESOURCES, INC.
/s/ Michael B. Young
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Michael B. Young
Treasurer and Controller
CHAPARRAL RESOURCES DELAWARE, INC.
/s/ Michael B. Young
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Michael B. Young
Treasurer and Controller
CHAPARRAL RESOURCES, INC.
Special Shareholders Meeting
April 21, 1999
INSPECTOR OF ELECTION
QUORUM REPORT
The undersigned Inspector of Election, hereby certifies that there are present
at the meeting, by proxy, 32,419,621 shares of Common Stock, representing 55.53%
of the 58,378,790 shares outstanding and eligible to vote, and 50,000 shares of
Series A Preferred Stock, representing 100% of the 50,000 shares outstanding and
eligible to vote.
DATED: April 21, 1999
/s/ Guy N. Molinari
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STATE OF NEW YORK )
)ss.
COUNTY OF NEW YORK )
On this 21st day of April, 1999, before me personally came Guy N. Molinari to me
known and known to me to be the individual described in and who executed the
foregoing certificate, and acknowledged to me that he executed same.
/s/ Debra L. Bouyer
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Notary Public
DEBRA L. BOUYER
Notary Public, State of New York
No. 01-805079523
Qualified in Queens County
Certificate Filed in New York County
Commission Expires June 9, 1999
<PAGE>
CHAPARRAL RESOURCES, INC.
Special Shareholders Meeting
April 21, 1999
CERTIFICATE OF INSPECTOR OF ELECTION
The undersigned, duly appointed Inspector of Election of Chaparral Resources,
Inc., does hereby certify that:
1. The Special Meeting of shareholders of Chaparral Resources, Inc. was
held at the offices of Heller Ehrman White & McAuliffe, 711 Fifth Avenue, New
York, New York April 21, 1999 at 10:00 a.m.
2. Before entering upon the discharge of my duties I was duly sworn to
execute faithfully the duties of Inspector of Election at the meeting in strict
impartiality and according to the best of my ability and the oath so taken by
me was subscribed by me.
3. As of April 7, 1999, the record date for this meeting, there were
58,378,790 shares issued and outstanding and 50,000 shares of Series A Preferred
Stock outstanding and entitled to vote at this Special Meeting. There are
34,754,621 common and preferred votes present in person or by proxy, which
constitutes approximately 57.24 percent of the 60,713,790 votes entitled to be
cast at this Special Meeting of shareholders.
4. The following proposal was submitted to the shareholders at the meeting:
Proposal to approve the Amendment to Article Fourth of the Company's
Amended and Restated Articles of Incorporation so as to effect a
reverse stock split in which one new share of the Company's common
stock, par value $0.10 per share, would be exchanged for every 60
shares of common stock of the Company, par value $0.10 per share,
presently authorized, issued, and outstanding. The number of
authorized shares of common stock and preferred stock will remain
unchanged at 100,000,000 and 1,000,000, respectively..
The vote with respect to this proposal was:
FOR AGAINST ABSTAIN
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30,488,755 3,280,068 985,798
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<PAGE>
5. The following proposal was submitted to the shareholders at the meeting:
Proposal to approve the reincorporation of the Company by changing the
state of incorporation from Colorado to Delaware by the adoption of a
Plan and Agreement of Merger.
The vote with respect to this proposal was:
COMMON STOCK
------------
FOR AGAINST ABSTAIN
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30,660,657 1,698,176 60,788
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SERIES A PREFERRED STOCK
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FOR AGAINST ABSTAIN
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50,000 0 0
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6. The following proposal was submitted to the shareholders at the meeting:
Proposal to adjourn the Special Meeting to another date and/or place
for the purpose of soliciting additional proxies in favor of the
Reverse Stock Split Proposal and/or the Reincorporation Proposal.
The vote with respect to this proposal was:
FOR AGAINST ABSTAIN
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30,576,172 2,476,784 1,664,165
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/s/ Guy N. Molinari
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STATE OF NEW YORK )
)ss.
COUNTY OF NEW YORK )
On this 21st day of April, 1999, before me personally came Guy N. Molinari to me
known and known to me to be the individual described in and who executed the
foregoing certificate, and acknowledged to me that he executed same.
/s/ Debra L. Bouyer
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Notary Public
DEBRA L. BOUYER
Notary Public, State of New York
No. 01-805079523
Qualified in Queens County
Certificate Filed in New York County
Commission Expires June 9, 1999
Exhibit 99.2
CHAPARRAL
CHAPARRAL RESOURCES, INC.
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NEWS RELEASE
***For Immediate Release***
For further information:
Natalie S. Hairston
713/807-7100
CHAPARRAL RESOURCES, INC. ANNOUNCES REVERSE STOCK SPLIT AND REINCORPORATION
Houston, Texas, April 22, 1999 -- Chaparral Resources, Inc. (NASDAQ: CHAR)
announced today that at the Special Meeting of Shareholders held on April 21,
1999, the Company's Shareholders approved proposals to (a) effect a reverse
stock split in which one share of the Company's common stock will be exchanged
for every 60 shares of Company's outstanding common stock (the "Reverse Stock
Split") and (b) reincorporate the Company by changing the state of incorporation
from Colorado to Delaware (the " Reincorporation"). The Reverse Stock Split and
Reincorporation were effective as of the close of business of April 21, 1999.
The Company is also pleased to announce the first sale of oil from the
Karakuduk Field in Kazakhstan. The first sale was approximately 95,000 barrels
and was consummated on April 8, 1999 through the international market.
The Company also announced that It was informed by Karakuduk Munai, Inc.
("KKM"), the joint venture entity through which the Company indirectly owns its
interest in the Karakuduk Field, that the owner of the drilling rig currently
working in the Karakuduk Field has terminated its contract with Challenger Oil
Services, PLC ("Challenger"). Consequently, on April 20, 1999, KKM notified
Challenger that KKM was terminating the drilling contract between KKM and
Challenger. It is the Company's understanding that KKM is actively pursuing
alternative contractual arrangements to continue drilling operations in the
Karakuduk Field.
Chaparral Resources, Inc. is an international oil and gas exploration and
production company. The Company participates in the development of the Karakuduk
Field through KKM of which the Company is the operator. The Company owns a 50%
beneficial ownership interest in KKM with the other 50% ownership interest being
held by Kazakh investors, including KazakhOil, the government-owned oil company.
Information Regarding Forward-Looking Statements: Except for historical
information contained herein, the statements in this Press Release are
forward-looking statements that are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements involve known and unknown risks and uncertainties which may cause the
Company's actual results in future periods to differ materially from forecasted
results. These risks and uncertainties include, among other things, the ability
of the Company to secure financing, volatility of oil prices, product demand,
market competition, risks inherent in the Company's international operations,
imprecision of reserve estimates and the Company's ability to replace and expand
oil and gas reserves. These and other risks are described in the Company's
Annual Report on Form 10-K and other filings with the Securities and Exchange
Commission.
###
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2211 Norfolk, Suite 1150; Houston, Texas 77098
713/807-7100 -- Facsimile: 713/807-7561
www.ChaparralResources.com
