SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) January 9, 1998
PETROMINERALS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-6336 95-2573652
(Commission File Number) (I.R.S. Employer Identification No.)
915 Westminster Ave., Alhambra, California 91803
(Address of Principal Executive Offices)
(818) 284-8842
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant
N/A
Item 2. Acquisition or Disposition of Assets
N/A
Item 3. Bankruptcy or Receivership
N/A
Item 4. Changes in Registrant's Certifying Accountant
N/A
Item 5. Other Events
On January 9, 1998, Registrant's shareholders approved a recapitalization of
Registrant through an eight-for-one reverse split of the Registrant's common
stock. Under the terms of the reverse split, one (1) share of $0.80 par
value common stock will be issued for eight (8) shares of Registrant's
$0.10 par value common stock, effective as of January 25, 1998. All
fractional interests will be rounded up to the next whole share. On
January 16, 1998, Registrant issued a press release concerning this action,
a copy of which is attached hereto.
Item 6. Resignation of Registrant's Directors
N/A
Item 7. Financial Statements and Exhibits
(a) Financial Statements
N/A
(b) Exhibits
(99) Press release dated January 16, 1998. Page 4
Item 8. Change in Fiscal Year
N/A
Item 9. Sales of Equity Securities Pursuant to Regulation S
N/A<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.
PETROMINERALS CORPORATION
Date: January 16, 1998 By:
Paul L. Howard, President and
Chief Financial Officer
<PAGE>
Petrominerals Corporation
915 Westminster Avenue
Alhambra, California 91803
818/284-8842
PETROMINERALS CORPORATION'S
SHAREHOLDERS APPROVE REVERSE STOCK SPLIT
Alhambra, CA, January 16, 1998 -- Petrominerals Corporation (NASDAQ:PTRO)
announced that its shareholders have overwhelmingly approved an eight for one
reverse split of the Company's common stock, effective January 25, 1998.
Paul L. Howard, Petromineral's president and chief executive officer, said
that the reverse split should increase the marketability and liquidity of
the Company's common stock, and should increase the trading price of the
stock to a price more appropriate for an exchange-listed security.
The par value of the Company's common Stock is also changed from $0.10 per
share to $0.80 per share, to compensate for the one-for-eight Reverse Split,
and provides for the Reverse Split of all issued and outstanding shares at
the ratio of one new share for every eight old shares. At the effective
date the number of issued and outstanding shares of Common Stock will be
reduced from 8,475,336 $0.10 par value shares to approximately 1,059,417 $0.80
par value shares. Fractional interests will be rounded up to the next whole
share.
After the effective date, shareholders will be asked to surrender all
certificates representing old shares to the Company's transfer agent in
accordance with the procedures set forth in a letter of transmittal to be
sent by the Company. Certificates representing the appropriate number
of new shares will then be issued to the shareholders. Shareholders should
not submit their certificates until requested to do so.
Each shareholders' percentage ownership interest in the Company and
proportional voting power remain substantially unchanged after the effective
date, except for minor differences resulting from adjustments for fractional
interests. The rights and privileges of the shareholders are unaffected
by the reverse split.
Petrominerals Corporation engages in the production and marketing of crude
oil and natural gas in California.
