Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Gas Natural Inc. | v472312_ex99-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report: August 2, 2017 (Date of earliest event reported) | ||
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Gas
Natural Inc. | ||
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Ohio of incorporation) |
001-34585 File Number) |
27-3003768 Identification No.) |
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1375 East Ninth Street, Suite 3100, Cleveland, Ohio (Address of principal executive offices)
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44114 (Zip Code)
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(440) 974-3770 (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:
| ¨ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events |
As previously announced, on October 8, 2016, Gas Natural Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, FR Bison Holdings, Inc., a Delaware corporation, and FR Bison Merger Sub, Inc., an Ohio corporation (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), on the terms and subject to the conditions set forth in the Merger Agreement.
On August 2, 2017, the Company issued a press release announcing that it received the final regulatory approval required to complete the Merger, which is expected to close on Friday, August 4, 2017. In connection with the closing of the Merger, the Company also announced that it is issuing a special cash dividend (the “Special Dividend”) on the Company’s common stock as permitted by the Merger Agreement. The Special Dividend will be equal to $0.028 per share to shareholders of record on August 3, 2017. On August 4, 2017, the payment date, the Company’s transfer agent will begin the process of issuing payment to the Company’s shareholders.
The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
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99.1 |
Press Release, dated August 2, 2017 | |
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.
| Gas Natural Inc. | |||
| By: | /s/ Christopher J. Hubbert | ||
| Name: | Christopher J. Hubbert | ||
| Title: | Corporate Secretary | ||
Dated: August 3, 2017