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EX-99.1 - EXHIBIT 99.1 - OMEGA PROTEIN CORPex99-1.htm

 

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 Act of 1934

 

 

 

Date of Report (Date of earliest event reported): February 22, 2017

 

 

 

Omega Protein Corporation
(Exact name of registrant as specified in its charter)

 

 

 

Nevada
(State or other jurisdiction
of incorporation)

 

001-14003
(Commission
File Number)

76-0562134
(I.R.S. Employer
Identification No.)

 

 

 

2105 City West Blvd., Suite 500

Houston, Texas
(Address of principal executive offices)

77042
(Zip Code)

 

 

 

(713) 623-0060
(Registrant’s telephone number, including area code)

 

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 240.14-2(b))

 

[  ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c))

 

 
 

 

  

Item 8.01. Other Events

 

On February 22, 2017, Omega Protein Corporation (the “Company”) issued a press release announcing the commencement of a strategic review of the Company’s human nutrition business segment. This press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Cautionary Statements

 

This filing, including Exhibit 99.1, includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect the Company’s operations and financial performance. The Company does not undertake any duty to update any forward-looking statement, except as required by applicable law.

 

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

 

 

(a)

Financial Statements of business acquired.

 

None.

 

 

(b)

Pro Forma Financial Information.

 

None.

 

 

(c)

Shell Company Transactions.

 

None.

 

 

(d)

Exhibits.

 

 

99.1

Text of Press Release dated February 22, 2017 titled “Omega Protein Commences Strategic Review of Human Nutrition Business Segment to Increase Shareholder Value.”

  

 
 

 

  

SIGNATURE

 

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 thereunto duly authorized.

 

 

 

Omega Protein Corporation

 

 

 

 

 

       

Dated:     February 22, 2017

 

                     /s/ John D. Held

 

 

 

John D. Held

 

 

 

Executive Vice President and General Counsel