- Current report filing (8-K)
05 9월 2012 - 5:49AM
Edgar (US Regulatory)
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):
September 4
, 2012 (August 31, 2012)
VENOCO, INC.
(Exact name of registrant as specified in its charter)
Delaware
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333-123711
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77-0323555
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(State or other jurisdiction of
incorporation or organization)
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(Commission file number)
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(I.R.S. Employer
Identification Number)
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370 17
th
Street, Suite 3900
Denver, Colorado
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80202-1370
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(303) 626-8300
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 31, 2012, Venoco, Inc. (the Company) entered into an Agreement Regarding Further Extension of Financing Date (the Extension Agreement) with Denver Parent Corporation (Parent) and Denver Merger Sub Corporation (Merger Sub). Parent and Merger Sub are affiliates of Timothy Marquez, the Companys Executive Chairman and Former CEO. The Extension Agreement relates to the Agreement and Plan of Merger, dated as of January 16, 2012, by and among the Company, Mr. Marquez, Parent and Merger Sub (the Merger Agreement), and extends the Financing Date, as that term is defined in the Merger Agreement, to September 13, 2012.
The foregoing description of the Extension Agreement does not purport to describe all of the terms of that agreement, and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No.
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Description
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2.1
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Agreement Regarding Further Extension of Financing Date, dated as of August 31, 2012, by and among Venoco, Inc., Denver Parent Corporation and Denver Merger Sub Corporation.
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2
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 hereunto duly authorized.
Date: September 4, 2012
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VENOCO, INC.
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By:
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/s/ Ed ODonnell
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Name:
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Ed ODonnell
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Title:
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Chief Executive Officer
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3
EXHIBIT INDEX
Exhibit No.
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Description
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2.1
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Agreement Regarding Further Extension of Financing Date, dated as of August 31, 2012, by and among Venoco, Inc., Denver Parent Corporation and Denver Merger Sub Corporation.
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4
Venoco, Inc. (NYSE:VQ)
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Venoco, Inc. (NYSE:VQ)
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