BRN 8-K
Barnwell Industries Inc (BRN)
8-K
2025-02-07
For: 2025-02-06
View Original
Added on
April 09, 2026
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
Date of Report (Date of earliest event reported): February 6, 2025
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|
(State or other jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
(Address of Principal Executive Offices) (Zip Code)
(808 ) 531-8400
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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:
|
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))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
|
|
|
|
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 1.01 Entry
into a Material Definitive Agreement
On January 26, 2025, pursuant to authorization by the Board of Directors (the “Board”) of Barnwell Industries, Inc., a Delaware corporation (the
“Company”), the Company entered into a Rights Agreement (the “Rights Agreement”), dated as of January 26, 2025, between the Company and Broadridge Corporate Issuer Solutions, LLC, as rights agent, pursuant to which the Board authorized and declared
a dividend distribution of one right (each, a “Right”) for each outstanding share of common stock, par value $0.50 per share, of the Company (the “Common Stock”). The dividend is payable to holders of record as of the close of business on February
7, 2025 (the “Record Date”).
On February 6, 2025, pursuant to authorization by the Board, the Company and the Rights Agent entered into an Amendment No. 1 to the Rights Agreement
(the “Amendment”) to clarify that nothing in Rights Agreement shall be deemed to limit or eliminate the fiduciary duties of the Board of Directors under applicable law.
The forgoing summary of the material terms of the Amendment is qualified in its entirety by reference to the full text of
the Rights Agreement, as amended by the Amendment, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| (d) |
Exhibits
|
|
Exhibit No.
|
Description
|
|
Amendment No. 1 to the Rights Agreement, dated as of February 6, 2025, by and between Barnwell Industries, Inc. and Broadridge Corporate Issuer Solutions, LLC,
as rights agent.
|
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
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.
Dated: February 6, 2025
|
BARNWELL INDUSTRIES, INC.
|
|||
|
By:
|
/s/ Russell M. Gifford
|
||
|
Name:
|
Russell M. Gifford
|
||
|
Title:
|
Executive Vice President, Chief Financial Officer and Treasurer
|
||
Exhibit 4.1
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
This Amendment No. 1, dated as of February 6, 2025 (this “Amendment”)
to the Rights Agreement, dated as of January 26, 2025 (the “Agreement”) by and between Barnwell Industries, Inc., a Delaware corporation (the “Company”) and Broadridge Corporate Issuer Solutions, LLC, as rights agent (the “Rights Agent”), is made by and
between the Company and the Rights Agent.
The Company and the Rights Agent desire to amend the Agreement in accordance with Section 27 thereof.
Accordingly, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:
Section 1. Definitions. Capitalized terms used but not defined herein shall have the respective meanings
ascribed to such terms in the Agreement.
Section 2. Amendment. Section 29 of the Agreement is hereby amended by adding the following sentence to the end of such Section:
“Nothing in this Agreement, express or implied, including any provision requiring or permitting the Board of Directors to take (or refrain from
taking) any action or making any determination shall be deemed to limit or eliminate the fiduciary duties of the Board of Directors under applicable law.”
Section 3. No Other Amendment. Except as specifically amended hereby, the Agreement shall continue in full force and effect as written.
Section 4. Incorporation by Reference. The provisions of Section 26 (Notices), Section 27 (Supplements and Amendments), Section 28 (Successors), Section 30 (Benefits of this Agreement), Section 32 (Governing Law; Venue), Section 33 (Counterparts), Section 34 (Descriptive Headings) and Section 37 (Rules of Construction) of the Agreement are hereby incorporated into this Amendment as if fully set
forth herein, mutatis mutandis.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
|
BARNWELL INDUSTRIES, INC.
|
||
|
By:
|
/s/ Russell M. Gifford
|
|
|
Name: Russell M. Gifford
|
||
|
Title: Executive Vice President, Chief Financial Officer and Treasurer
|
||
|
BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC
|
||
|
By:
|
/s/ John P. Dunn |
|
|
Name: John P. Dunn
|
||
|
Title: Senior Vice President
|
||