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): January 9, 2017
PURE CYCLE CORPORATION
(Exact
name of registrant as specified in its charter)
Colorado
(State
or other jurisdiction of incorporation)
|
0-8814
|
|
84-0705083
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
34501 East Quincy Avenue, Building 34, Box 10, Watkins, CO
80137
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone, including area code (303)
292-3456
N/A
(Former
name or former address, if changed since last report.)
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 (see General Instruction A.2.
below):
☐ 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))
This
Current Report on Form 8-K is filed by Pure Cycle Corporation
(the “Registrant”), a Colorado corporation, in
connection with the matters described herein.
Item
2.01
Completion
of Acquisition or Disposition of Assets
On
January 9, 2017, the Registrant acquired the exclusive right
to provide water services to residential and commercial customers
in Wild Pointe Ranch, located in unincorporated Elbert County,
Colorado, in exchange for $1,600,000 in cash, as a result of the
closing of the Water Service Agreement (the “Water Service
Agreement”) between Rangeview Metropolitan District, a
quasi-municipal corporation and political subdivision of the State
of Colorado, acting by and through its Water Activity Enterprise
(“Rangeview”), and Elbert & Highway 86
Commercial Metropolitan District, a quasi-municipal corporation and
political subdivision of the State of Colorado, acting by and
through its Water Enterprise (the “EH86 District”). The
Water Service Agreement is attached as Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed with the
Commission on December 19, 2016.
Pursuant to the
terms of the Water Service Agreement, the Registrant, in its
capacity as Rangeview’s service provider, will be responsible
for providing water services to all users of water services within
the boundaries and service area of EH86 District and operating and
maintaining the EH86 District’s water system. In exchange,
the Registrant will receive all rates, fees and charges payable to
Rangeview pursuant to the Water Service Agreement, including system
development (or tap) fees from new customers and monthly water
service revenues. The EH86 District’s water system currently
provides water service to approximately 120 existing Single Family
Equivalent (“SFE”) (defined below) water connections in
Wild Pointe Ranch and may grow to over 250 SFE water connections.
One SFE is a customer – whether residential, commercial or
industrial – that imparts a demand on the water system
similar to the demand of a family of four persons living in a
single family house on a standard sized lot.
In
connection with the closing, Mark W. Harding and Mark
Whitlatch, President and Operator of the Registrant, respectively,
were appointed as directors of EH86 District. There are three
directors of EH86 District who are independent from the Registrant.
Pursuant to Colorado law, directors may receive $100 for each board
meeting they attend, up to a maximum of $1,600 per year.
Mr. Harding and Mr. Whitlatch have elected to forego these
payments.
SIGNATURE
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.
Date:
January 27, 2017
PURE
CYCLE CORPORATION
By: /s/ Mark W.
Harding
Name:
Mark W. Harding
Title:
President and Chief Financial Officer