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): November 8, 2018

 

 

  PHI GROUP, INC.  

(Exact name of registrant as specified in its charter)

 

Nevada   001-38255-NY   90-0114535
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

5348 Vegas Drive # 237 Las Vegas, NV   89108
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 702-475-5430

 

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):

 

[  ] 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)).

 

 

 

 
 

 

SECTION 7 – REGULATION FD DISCLOSURE

 

Item 7.01 Regulation FD Disclosure

 

Extension of Record Date for Special Common Stock Dividend from Issuer’s Subsidiary

 

The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed “filed’ for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

 

WHEREAS, on April 23, 2018, the Company’s Board of Directors passed a resolution to declare a twenty percent (20%) special stock dividend from its holdings of Common Stock in American Pacific Resources, Inc., a subsidiary of the Company, to shareholders of Common Stock of the Company as follows: (a) Declaration date: April 23, 2018; (b) Record date: May 31, 2018; (c) Payment date: October 31, 2018; (d) Dividend ratio: All eligible shareholders of Common Stock of the Company as of the Record date shall be entitled to receive two (2) shares of Common Stock of American Pacific Resources, Inc. for every ten (10) shares of Common Stock of PHI Group, Inc. held by such shareholders as of the referenced Record date.

 

WHEREAS, on October 31, 2018, the Company’s Board of Directors passed a corporate resolution to extend the Payment Date of the special stock dividend to March 29, 2019 to allow for substantive developments of American Pacific Resources, Inc. before filing a registration statement with the Securities and Exchange Commission to take this subsidiary public.

 

WHEREAS , it deems to be in the best interests of the Company and its shareholders to amend the Record Date and the dividend ratio to allow for a broader participation of the Company’s shareholders in the special dividend distribution.

 

On November 8, 2018, the Company’s Board of Directors passed a corporate resolution to further amend the stipulations of the afore-mentioned special stock dividend in connection with the spinoff of American Pacific Resources, Inc. as follows: (a) New Record Date: The new Record Date will March 01, 2019, subject to FINRA’s approval; (b) Eligible shareholders: In order to be eligible for the above-mentioned special stock dividend, the minimum amount of Common Stock of PHI Group, Inc. each shareholder must hold as of the New Record Date is twenty (20) shares; (c) New dividend ratio: All eligible shareholders of Common Stock of the Company as of the new Record Date shall be entitled to receive one (1) share of Common Stock of American Pacific Resources, Inc. for every twenty (20) shares of Common Stock of PHI Group, Inc. held by such shareholders as of the new Record date; and (d) Payment Date: The Payment Date for the afore-mentioned special stock dividend is March 29, 2019.

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHBITS

 

Item 9.01 Financial Statements and Exhibits

 

The following is a complete list of exhibit(s) filed as part of this Report.

 

Exhibit number(s) correspond to the number(s) in the exhibit table of Item 601 of Regulation S-K.

 

Exhibit No.   Description
     
10.1   Written Consent of Directors to Corporate Action Without Meeting of PHI Group, Inc. dated November 8, 2018.

 

 
 

 

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: November 13, 2018  
     
PHI GROUP, INC.  
(Registrant)  
     
By: /s/ Henry D. Fahman  
  Henry D. Fahman  
  Chairman and CEO  

 

 
 

 

PHI (PK) (USOTC:PHIL)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more PHI (PK) Charts.
PHI (PK) (USOTC:PHIL)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more PHI (PK) Charts.