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EX-99.1 - EX-99.1 - PHI INCd468958dex991.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 and Exchange Act of 1934

Date of report (Date of earliest event reported): October 31, 2017

 

 

PHI, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Louisiana   0-9827   72-0395707

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

2001 SE Evangeline Thruway, Lafayette, Louisiana   70508
(Address of Principal Executive Offices)   (Zip Code)

(337) 235-2452

(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 obligations 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))

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

On October 31, 2017, PHI, Inc. (the “Company”) and HNZ Group Inc. (“HNZ”) issued a joint press release announcing their entry into an arrangement agreement pursuant to which Don E. Wall (though an acquisition company) will acquire all of the issued and outstanding shares of capital stock of HNZ, and the Company (or a designated subsidiary thereof) will acquire the portion of HNZ’s offshore business conducted in New Zealand, Australia, the Philippines and Papua New Guinea. A copy of the press release is filed as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits.

 

99.1    Press release issued by HNZ Group Inc. and PHI, Inc., dated October 31, 2017.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    PHI, Inc.
Date: October 31, 2017     By:  

/s/ Trudy P. McConnaughhay

    Name:   Trudy P. McConnaughhay
    Title:   Chief Financial Officer and Secretary