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: October 27, 1997
PENN OCTANE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-24394 52-1790357
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
900 Veterans Boulevard, Suite 240
Redwood City, California 94063
(Address of principal executive offices) (Zip Code)
(415) 368-1501
(Registrant's telephone number, including area code)
<PAGE> Page 1 of 5
Item 5. Other Events
The Registrant's first news release dated October 21, 1997, a copy of
which is attached as Exhibit 99.1 hereto, and Registrant's second news release
dated October 21, 1997, a copy of which is attached as Exhibit 99.2 hereto,
are incorporated herein by reference and made a part hereof.
<PAGE> Page 2 of 6
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.
PENN OCTANE CORPORATION
Date: October 27, 1997
By: /s/ Ian T. Bothwell
----------------------------
Name: Ian T. Bothwell
Title: Vice President, Treasurer,
Assistant Secretary, Chief
Financial Officer and
Principal Accounting Officer
<PAGE> Page 3 of 6
EXHIBIT INDEX
Exhibit No. Description Page No.
- ------------ ----------- --------
99.1 News Release dated October 21, 1997 5
99.2 News Release dated October 21, 1997 6
<PAGE> Page 4 of 6
PRESS RELEASE
PENN OCTANE CORPORATION ANNOUNCES COMPLETION
OF $1.5 MILLION PRIVATE PLACEMENT
REDWOOD CITY, CA - October 21, 1997: Penn Octane Corporation (NASDAQ
SmallCap Market: POCC) announced the closing today of a $1.5 million private
placement consisting of promissory notes in the aggregate principal amount of
$1.5 million and warrants to purchase 250,000 shares of Common Stock of the
Company at an exercise price of $6.00 per share. The warrants expire on
October 21, 2000.
The promissory notes accrue interest at the rate of ten (10%) per annum.
Payment of the principal and any accrued and unpaid interest on the promissory
notes by the Company is due on the earlier to occur of June 30, 1998 and the
closing of any public offering of debt or equity securities of the Company
resulting in net proceeds to the Company in excess of $5 million.
The Company intends to use the proceeds of the private placement to pay
down certain indebtedness and for general corporate purposes.
Pennsylvania Merchant Group Ltd acted as placement agent in connection
with the private placement.
Penn Octane is a leading supplier of liquified petroleum gas to Mexico
and propylene to the petrochemical industry in Texas. Penn Octane operates a
132-mile, six-inch pipeline from a pipeline in Kleberg County, Texas to its
terminal in Brownsville, Texas, which acts as a trans-shipment point for
delivery to Mexico. In addition, the Company owns and operates PennWilson
CNG, Inc., located in Santa Fe Springs, CA, a leader in compressed natural gas
station design, engineering, manufacturing and safety.
Contact for the Company:
Penn Octane Corporation
Jerry Richter, President & CEO
650/368-1501
<PAGE> Page 5 of 6
PRESS RELEASE
PENN OCTANE CORPORATION ANNOUNCES
INTENTION TO FILE REGISTRATION
STATEMENT FOR PUBLIC OFFERING OF COMMON STOCK
REDWOOD CITY, CA - October 21, 1997: Penn Octane Corporation (NASDAQ SmallCap
Market: POCC) announced today that it is contemplating filing a registration
statement with the Securities and Exchange Commission for the sale of its
Common Stock, par value $.01 per share, in an underwritten primary and
secondary offering, subject to market conditions. The SEC filing is expected
to be made before the end of the fourth quarter of 1997. The contemplated
offering is intended to raise funds for capital improvements and general
corporate purposes.
Penn Octane's plans are based on current market conditions. Any adverse
changes in market conditions or in general economic factors may cause Penn
Octane to delay or even abandon its plans with respect to the offering.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, any shares of Common Stock of the Company.
Offers of shares of Common Stock, if any, in connection with the contemplated
offering shall be made only by means of a prospectus contained in a
registration statement to be filed by the Company with the SEC.
Penn Octane is a leading supplier of liquified petroleum gas to Mexico
and propylene to the petrochemical industry in Texas. Penn Octane operates a
132-mile, six-inch pipeline from a pipeline in Kleberg County, Texas to its
terminal in Brownsville, Texas, which acts as a trans-shipment point for
delivery to Mexico. In addition, the Company owns and operates PennWilson
CNG, Inc., located in Santa Fe Springs, CA, a leader in compressed natural gas
station design, engineering, manufacturing and safety.
Certain of the statements contained in this news release are
forward-looking statements. While these statements reflect the Company's
beliefs, they are subject to uncertainties and risks that could cause actual
results to differ materially.
Contact for the Company:
Penn Octane Corporation
Jerry Richter, President & CEO
650/368-1501
<PAGE> Page 6 of 6
