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UNITED STATES
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 (Date of earliest event reported): November 17, 2010
PEPPER ROCK RESOURCES CORP
(Exact name of Registrant as specified in its charter)
Nevada 000-53847 27-1843986
(State or other Jurisdiction of (Commission (IRS Employer I.D. No.)
Incorporation or organization) File Number)
8200 Wilshire Blvd. Suite 200 Beverly Hills, CA 90211
(Address of principal executive offices)
(323 ) 556-0780
(Issuer's telephone number)
This Current Report on Form 8-K is filed by Pepper Rock Resources Corp. a Nevada
corporation ("Registrant"), in connection with the items described below.
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS
On November 17, 2010, the Board of Directors of the Registrant adopted a
resolution approving a two hundred to one reverse split of our Common Stock. The
reverse split combines our outstanding Common Stock on the basis of 200
outstanding shares being changed to 1 outstanding share. In other words, every
200 shares of Common Stock that are now issued and outstanding will be combined
into 1 share. Each shareholder's percentage ownership in the Company (and
relative voting power) will remain essentially unchanged as a result of the
reverse split.
The resolution provides that fractional shares will be rounded up so that no
shareholder will be cashed out. The Company is advised that this action does not
require shareholder approval under applicable Nevada state law.
REASONS FOR THE REVERSE SPLIT
The Board believes that the present course of the Company's business operations
will need to be re-evaluated. We anticipate that changes to our business
operations may result that may require the Company to issue new shares. The
Board believes that reducing the number of outstanding shares will make our
capital structure more attractive to potential investors and provide us with
greater flexibility in structuring financings and pursuing other corporate
development opportunities. Also, a reduction in the number of outstanding shares
makes our business more attractive to potential merger, joint venture and
acquisition candidates.
Stockholders will not be required to pay a transfer or other fee in connection
with the exchange of certificates Fractional shares shall be rounded up to the
next whole share. Consummation of the reverse stock split will not change the
number of shares of Common Stock authorized by the Company's Articles of
Incorporation or the par value of each share of Common Stock. The Reverse Stock
Split will not materially affect a stockholder's percentage ownership interest
in the Company or proportional voting power, except for minor differences
resulting from fractional shares having been rounded up to the next whole share.
Further, we believe that our current low stock price negatively affects the
marketability of our existing shares and our ability to raise additional
capital. Although we cannot guarantee it, we hope that the reverse split will
increase the market price of our stock. Theoretically, the increase should occur
in a direct inverse proportion to the reverse split ratio. In other words, with
a reverse split ratio of 1 to 200 the assumption is that the market price of our
stock should increase two-hundredfold following the reverse split. Stockholders
should note that the effect of the reverse stock split upon the price of the
Company's Common Stock cannot be accurately predicted.
Finally, we are hopeful that the reverse split and the resulting anticipated
increased price level will encourage interest in our Common Stock and possibly
promote greater liquidity for our shareholders. Again, however, we cannot
guarantee that this will be the case or, indeed, that any of the foregoing
hoped-for effects will result from the reverse split.
Shares of Common Stock issued pursuant to the reverse split will be fully paid
and nonassessable. The relative voting and other rights of holders of the Common
Stock will not be altered by the reverse split, and each share of Common Stock
will continue to entitle its owner to one vote. The reverse split will not give
rise to rights of appraisal or dissenter's rights.
As a result of the reverse split, the number of shares of Common Stock presently
outstanding will be consolidated. Accordingly, we will have the ability to issue
more shares of Common Stock than is presently the case and without additional
shareholder approval. Doing so will have a dilutive effect on the equity and
voting power of our existing shareholders.
No fractional shares will be issued in connection with the reverse split.
Instead, fractional shares will be rounded up and one whole share will be
issued. We expect that most shareholders will receive one additional share of
Common Stock, but we do not anticipate that this will materially affect any
shareholder's proportional interest. We do not anticipate that the reverse split
will result in any material reduction in the number of holders of Common Stock.
2
The reverse split may result in some shareholders owning "odd-lots" of less than
100 shares of Common Stock. Brokerage commissions and other costs of
transactions in odd-lots are generally somewhat higher than the costs of
transactions in round lots of even multiples of 100 shares.
The reverse split will not affect the Company's stockholders' equity as
reflected on our financial statements, except to change the number of issued and
outstanding shares of Common Stock. The reverse split will not have any effect
on the par value of the Common Stock.
EFFECTIVE DATE OF THE REVERSE SPLIT
The Effective Date of the Reverse Split is December 6, 2010. All of our
outstanding Common Stock will be converted into new Common Stock in accordance
with the reverse split ratio described above. After the reverse split is
effective, certificates representing shares of pre-reverse split Common Stock
will be deemed to represent only the right to receive the appropriate number of
shares of post-reverse split Common Stock.
NO EXCHANGE OF CERTIFICATES
Shareholders will not be asked to exchange certificates at this time; however,
they are entitled to do so after the reverse split takes place if they wish by
contacting our transfer agent. Otherwise, certificates representing pre-reverse
split shares will changed for certificates reflecting post-split shares at the
first time they are presented to the transfer agent for transfer.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Resolutions of Board Approving Reverse Stock Split
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Pepper Rock Resources Corp
DATED: November 26, 2010 By: /s/ Phil Kueber
---------------------------------
Phil Kueber, President
