SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 11, 1997
PEASE OIL AND GAS COMPANY
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(Exact name of registrant as specified in its charter)
Nevada 0-6580 84-0285520
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
751 Horizon Court, Suite 203, Grand Junction, Colorado 81506-8718
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(Address of principal executive offices) (Zip Code)
Registrant telephone number including area code: (970) 245-5917
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Item 5. OTHER EVENTS.
June 11, 1997 marked the tenth consecutive trading day on which the closing
sales price as reported by NASDAQ was in excess of $13. As a result, all 96,487
outstanding shares of Registrant's Series A Convertible Preferred Stock
automatically converted into a total of 308,699 shares of the Registrant's
Common Stock and 308,699 Common Stock Purchase Warrants pursuant to provisions
in the Articles of Incorporation of the Registrant. The Common Stock Purchase
Warrants entitle the holder to purchase one share of the Registrant's Common
Stock at $6.00 per share and expire on August 13, 1998. The Registrant's Common
Stock and the Warrants are both traded on the NASDAQ Stock Market.
The conversion rate for each share of Preferred Stock was 3.1875 shares of
Common Stock and Warrants for each share of Preferred Stock, reflecting the
liquidation value and all accrued unpaid dividends on the Preferred Stock. As a
result of the automatic conversion, the Preferred Stock will no longer trade on
NASDAQ.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed as a part of this report.
(a) Exhibits.
Exhibit 3(i) Amendment to Article IV of the Articles of
Incorporation as filed with the Nevada Secretary of
State, increasing the authorized shares of Common Stock
of the Registrant to 40,000,000 shares, $0.10 par
value.
Exhibit 99 Press Release dated June 11, 1997 reporting the
conversion of outstanding Series A Convertible
Preferred Stock into Common Stock and Warrants.
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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.
Date: June 12, 1997
PEASE OIL AND GAS COMPANY
By /s/ Willard H. Pease, Jr.
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Willard H. Pease, Jr. President
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EXHIBIT INDEX
Exhibit Description Page No.
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3(i) Amendment to Article IV of the Articles of
Incorporation as filed with the Nevada Secretary of
State, increasing the authorized shares of Common Stock
of the Registrant to 40,000,000 shares, $0.10 par
value.
99 Press Release dated June 11, 1997 reporting the
conversion of outstanding Series A Convertible
Preferred Stock into Common Stock and Warrants.
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF
THE STATE OF NEVADA
JUN 04 1997
No. C 1776-68
/S/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
PEASE OIL AND GAS COMPANY
We, the undersigned, Willard H. Pease, Jr., President and Patrick J.
Duncan, Secretary of Pease Oil And Gas Company, do hereby certify:
That the Board of Directors of said corporation at a meeting duly
convened and held the 9th day of April, 1997, adopted a resolution to amend
the Articles of Incorporation as follows:
RESOLVED, that Article IV of the Articles of Incorporation
of Pease Oil and Gas Company shall be amended to increase the
number of authorized shares of $0.10 par value Common Stock that
the Company is authorized to issue to 40,000,000 shares such that
after such amendment, the first paragraph of Article IV of the
Certificate of Incorporation shall read and provide as follows:
"Article IV. The aggregate number of shares that
the Corporation shall have authority to issue is
42,000,000, of which 40,000,000 shares shall be common
stock, $0.10 par value ("Common Stock"), and 2,000,000
shall be preferred stock, $0.01 par value ("Preferred
Stock"). Each share of Common Stock and Preferred Stock
of the Corporation shall be nonassessable. The
stockholders shall not possess cumulative voting rights
in voting for directors. The designations, preferences,
limitations and relative rights of shares of each class
are as follows:"
All other terms and provisions set forth in Article IV the Articles of
Incorporation as heretofore amended shall remain in full force and effect.
That the number of shares of the Corporation outstanding and entitled
to vote on the Amendment to the Articles of Incorporation is 12,617,886 shares
of common stock and that the said Amendment to the Articles of Incorporation was
voted on and approved by the affirmative vote of stockholders holding more than
a two-thirds majority of each class of stock of Corporation outstanding and
entitled to vote thereon.
/s/ Willard H. Pease, Jr.
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Willard H. Pease, Jr., President
/s/ Patrick J. Duncan
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Patrick J. Duncan, Secretary
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STATE OF COLORADO )
) ss.
COUNTY OF MESA )
On May 31, 1997, personally appeared before me, a Notary Public, Willard H.
Pease, Jr. and Patrick J. Duncan, who acknowledged that they executed the above
instrument on behalf of Pease Oil And Gas Company, and that the facts stated
therein are true.
My commission expires: 11-14-98
/s/ Virginia Cherry
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Notary Public
S E A L
PEASE OIL & GAS COMPANY
ENTIRE CLASS OF PREFERRED STOCK
AUTOMATICALLY CONVERTS INTO COMMON STOCK
FOR IMMEDIATE RELEASE - June 11,1997
Grand Junction, Colorado June 11, 1997 - Pease Oil and Gas Company (NASDAQ:
WPOG) announced that as of the close of business today all outstanding shares of
the Company's Preferred Stock (WPOGP), representing 96,847 shares, automatically
converted into 308,699 shares of the Company's Common Stock and 308,699 Common
Stock Purchase Warrants pursuant to the terms of the Articles of Incorporation.
The Common Stock Purchase Warrants entitle the holder to purchase one share of
the Company's Common Stock at $6.00 per share and expire on August 13, 1998. The
Common Stock issued in this conversion represents approximately 2.4% of the
total issued and outstanding common shares of the Company.
Under the terms of the Articles of Incorporation, when the closing sales price
for the Preferred Stock as reported on NASDAQ shall, for a period of ten (10)
consecutive trading days, exceed $13.00, then, effective as of the close of
business on the tenth day, all shares of Preferred Stock then outstanding and
all accrued and undeclared dividends thereon shall immediately and automatically
without further notice be converted into shares of Common Stock and Common Stock
Purchase Warrants. The conversion rate is defined in the Articles of
Incorporation and, with accrued unpaid dividends, is 3.1875 shares of common
stock and warrants for each outstanding share of preferred stock. The close of
business today represented the tenth consecutive trading day that the preferred
stock closed at a price above $13.00.
The preferred stock will no longer trade on NASDAQ.
Pease Oil and Gas Company is a 29 year old company traded on NASDAQ with the
symbols WPOG (common) and WPOGW (warrants). For more information Pease contact
Pat Duncan, CFO at (970) 245- 5917 or Steve Antry at (714) 752-5212.
