FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date of Report (Date of earliest event reported) July 31, 2000.
HIGH PLAINS CORPORATION
(Exact name of registrant as specified in its charter)
Kansas #1-8680
(State or other jurisdiction of (Commission File
incorporation) Number)
200 W. Douglas #48-0901658
Suite #820 (IRS Employer
Wichita, Kansas 67202 Identification No.)
(Address of principal
executive offices)
(316) 269-4310
(Registrant's telephone number)
<PAGE>
Item 5 Other Information
Wichita, Kansas, July 31, 2000 - High Plains Corporation (Nasdaq:HIPC)
announced the adoption of an amendment to its bylaws that will help insure
the continuation of an independent Board of Directors, as well as an
increased effectiveness of oversight and good governance by the Board.
The bylaw addition requires at least two-thirds of the Board members to be
independent of management, consultants, and significant customers or
suppliers of the Company. It also requires certain key committees of the
Board to be comprised solely of independent directors, and assigns new
responsibilities to Board committees.
In addition to the existing Audit, Nominating, and Compensation committees,
independent directors will also create a Transaction Committee to review all
related-party transactions, and any proposals involving a change in control,
or the purchase or sale of a significant portion of the Company's total
assets. The independent directors of the Board will meet in executive
session during each regular board meeting, and will be lead either by an
independent Chairman or Lead Director, who has the authority to coordinate
and direct these independent committees. Additionally, these provisions
cannot be repealed or amended without a shareholder vote, or the approval of
at least a majority of the independent directors.
Gary Smith, President and CEO of High Plains, explained the importance of
this action. "The strengthening and empowerment of our Board is another step
taken in response to internal self-evaluations, and it compliments the
restructuring of both the Board and our management team as detailed in recent
announcements. While the terms of the amendment will primarily codify
existing practices rather than require dramatic changes in governance, this
enacts one of the strongest corporate governance structures ever put in place
in a public company. It is a public statement of our commitment to our
shareholders, and our desire to make High Plains one of the best managed
companies in the industry," said Smith.
Based in Wichita, Kansas, High Plains Corporation is among the nation's
largest producers of ethanol. The Company operates production facilities in
Colwich, Kansas; York, Nebraska and Portales, New Mexico.
This press release contains forward-looking statements that are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. Investors are cautioned that all forward-looking statements involve
risks and uncertainties, including without limitation risks of fluctuations
in feedstock commodity prices, changes in the market prices or demand for
motor fuels and Ethanol, legislative changes regarding air quality, fuel
specifications or incentive programs, as well as general market conditions,
competition and pricing. The Company believes that forward-looking
statements made by it are based upon reasonable expectations. However, no
assurances can be given that actual results will not differ materially from
those contained in such forward-looking statements. Additional information
concerning these and other factors is contained in the Company's Securities
and Exchange Commission filings, including its annual 10-K, Proxy Statement
and quarterly 10-Q filings, copies of which are available from the Company
without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 31, 2000 HIGH PLAINS CORPORATION
/s/Gary R. Smith
President & CEO
