HARVEST NATURAL RESOURCES, INC. (NYSE:HNR) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item3.01
|
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The disclosure set forth below under Item 3.03 with respect to
the delisting of the common stock (the Common Stock) of
Harvest Natural Resources, Inc. (the Company) from the New
York Stock Exchange (the NYSE) is incorporated herein by
reference.
| Item3.03 |
Material Modifications to the Rights of Security Holders. |
On May4, 2017, the Company filed a certificate of dissolution
(the Certificate of Dissolution) with the Secretary of
State of the State of Delaware to the Companys Plan of Complete
Liquidation, Dissolution, Winding Up and Distribution (the
Plan of Dissolution) adopted by the Companys board of
directors on January12, 2017, and approved by its stockholders on
February23, 2017. The Certificate of Dissolution became effective
at 8:00 p.m. Eastern Time on May4, 2017 (the Effective
Time).
As of the Effective Time, the Companys stock transfer records
were closed, and the Company will not record or recognize any
transfer of the Companys common stock occurring after such time,
except, in the Companys sole discretion, such transfers occurring
by will, intestate succession or operation of law as to which the
Company has received adequate written notice. The record date for
determining the stockholders who are entitled to receive any
distributions after the Effective Time, was the close of business
on the date of the Effective Time. The sole right of a holder of
record of the Companys common stock at the close of business on
the date of the Effective Time is to receive distributions, if
any, in accordance with the Plan of Dissolution and Delaware
General Corporation Law.
In connection with the filing of the Certificate of Dissolution,
shares of the Companys Common Stock, which previously traded
under the ticker symbol HNR on the NYSE ceased trading on the
NYSE prior to the opening of trading on May5, 2017, and the
Company requested that the NYSE file a Form 25 with the
Securities and Exchange Commission, to request the removal of the
Common Stock from listing on the NYSE and from registration under
Section 12(b) of the Securities Exchange Act of 1934, as amended
(the Exchange Act). The NYSE filed a Form 25 with the
Securities and Exchange Commission on May8, 2017.
For additional information regarding the Companys dissolution,
please see the Companys Definitive Proxy Statement on Schedule
14A filed with the Securities and Exchange Commission on
January24, 2017, and the Plan of Dissolution attached thereto as
Appendix F. The foregoing summary of the Certificate of
Dissolution does not purport to be a complete description of the
terms and conditions of the Certificate of Dissolution and is
qualified in its entirety by the full text of the Certificate of
Dissolution attached as Exhibit 4.1, which is incorporated herein
by reference.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The disclosure set forth above under Item 3.03 with respect to
the filing of the Certificate of Dissolution is incorporated
herein by reference.
| Item7.01 | Regulation FD Disclosure. |
On May3, 2017, the Company issued a press release confirming the
timing of the payment of the special cash dividend and planned
dissolution of the Company, which is furnished as Exhibit 99.1 to
this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is
being furnished to Item 7.01 of Form 8-K and shall not be deemed
filed for purposes of Section18 of Exchange Act, or otherwise
subject to liabilities of that section, nor shall it be deemed
incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, unless specifically
identified therein as being incorporated therein by reference.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 4.1 |
Certificate of Dissolution, as filed by Harvest Natural Resources, Inc. with the Secretary of State of the State of Delaware on May4, 2017 |
|
| 99.1 |
Press Release issued by Harvest Natural Resources, Inc., dated May3, 2017 |
2
About HARVEST NATURAL RESOURCES, INC. (NYSE:HNR)
Harvest Natural Resources, Inc. (Harvest) is a petroleum exploration and production company. The Company focuses on acquiring exploration, development and producing properties in geological basins with proven active hydrocarbon systems. The Company has interest in the Bolivarian Republic of Venezuela (Venezuela). In addition to its interests in Venezuela, it holds exploration acreage offshore of Republic of Gabon (Gabon).The Company has operations in Venezuela and Gabon. Venezuela operations are conducted through its investment in affiliate Petrodelta. It holds interest in fields, including Uracoa Field, Tucupita Field, Bombal Field, Isleno Field, Temblador Field and El Salto Field. The Dussafu Production Sharing Contract (Dussafu PSC) contract area is located offshore Gabon, adjacent to the border with the Republic of Congo. It contains approximately 680,000 acres with water depths to over 1,650 feet. HARVEST NATURAL RESOURCES, INC. (NYSE:HNR) Recent Trading Information
HARVEST NATURAL RESOURCES, INC. (NYSE:HNR) closed its last trading session at 6.62 with 542,478 shares trading hands.
