PHI GROUP, INC. (OTCMKTS:PHIL) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
Extension of Record Date for Special Common Stock Dividend from Issuer’s Subsidiary
The information in this Item 7.01 of this Current Report is furnished to Item 7.01 and shall not be deemed “filed’ for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.
WHEREAS, on April 23, 2018, the Company’s Board of Directors passed a resolution to declare a twenty percent (20%) special stock dividend from its holdings of Common Stock in American Pacific Resources, Inc., a subsidiary of the Company, to shareholders of Common Stock of the Company as follows: (a) Declaration date: April 23, 2018; (b) Record date: May 31, 2018; (c) Payment date: October 31, 2018; (d) Dividend ratio: All eligible shareholders of Common Stock of the Company as of the Record date shall be entitled to receive two (2) shares of Common Stock of American Pacific Resources, Inc. for every ten (10) shares of Common Stock of PHI Group, Inc. held by such shareholders as of the referenced Record date.
WHEREAS, on November 08, 2018 the Company’s Board of Directors amended the new dividend ratio and the new Record Date for a special stock dividend from its holdings of Common Stock in American Pacific Resources, Inc., a subsidiary of the Company, to shareholders of Common Stock of the Company as follows: (a) Eligible shareholders: In order to be eligible for the above-mentioned special stock dividend, the minimum amount of Common Stock of PHI Group, Inc. each shareholder must hold as of the New Record Date is twenty (20) shares; (b) New Record Date: The new Record Date will March 01, 2019, subject to FINRA’s approval; (c) New dividend ratio: All eligible shareholders of Common Stock of the Company as of the new Record Date shall be entitled to receive one (1) share of Common Stock of American Pacific Resources, Inc. for every twenty (20) shares of Common Stock of PHI Group, Inc. held by such shareholders as of the new Record date; and (d) Payment Date: The Payment Date for the afore-mentioned special stock dividend is March 29, 2019;
WHEREAS, it deems to be in the best interests of the Company’s shareholders to receive freely tradable shares in American Pacific Resources, Inc. for the afore-mentioned special dividend distribution.
On February 27, 2019, the Company’s Board of Directors passed a corporate resolution to authorize the filing of a registration statement for the special dividend shares in American Pacific Resources, Inc. with the Securities and Exchange Commission as soon as possible and to set the new Payment Date for the distribution of the special stock dividend to be ten (10) business days after said registration statement is declared effective by the Securities and Exchange Commission.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
The following is a complete list of exhibit(s) filed as part of this Report.
Exhibit number(s) correspond to the number(s) in the exhibit table of Item 601 of Regulation S-K.
PHI GROUP INC Exhibit
EX-10.1 3 ex10-1.htm EXHIBIT 10.1 WRITTEN CONSENT OF DIRECTORS TO CORPORATE ACTION WITHOUT MEETING OF PHI GROUP,…
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About PHI GROUP, INC. (OTCMKTS:PHIL)
PHI Group, Inc. is engaged in mergers and acquisitions. The Company focuses on acquiring operating businesses in selective industries and invests in various ventures that may create long-term value for its shareholders. In addition, the Company also provides corporate finance services, including merger and acquisition advisory and consulting services for client companies through its subsidiary, PHI Capital Holdings, Inc. The Company’s business involves acquisitions of energy assets, as well as production and trading of energy commodities. The Company will continue to pursue its merger and acquisition program by acquiring all or controlling interests in target companies in various industries, including but not limited to conventional energy, renewables, natural resources, agribusiness, technology, transportation, education, distribution, mining, oil and gas, financial Services, healthcare and pharmaceuticals.