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 29, 2006
CHAPARRAL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
Delaware
(State or other jurisdiction
of incorporation)
|
|
0-7261
(Commission
File Number)
|
|
84-0630863
(IRS Employer
Identification No.) |
| |
|
|
2 Gannett Drive, Suite 418,
White Plains, New York
(Address of principal executive offices)
|
|
77032
(Zip Code) |
Registrant’s telephone number, including area code: (866) 559-3822
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 2.01. Completion of Acquisition or Disposition of Assets.
On September 29, 2006, Chaparral Resources, Inc. (the “Company”) issued a press release announcing
that the merger (the “Merger”) of NRL Acquisition Corp. (“Merger Sub”), a wholly owned subsidiary
of LUKOIL Overseas Holding Ltd. (“LUKOIL”), with and into the Company was approved at a special
meeting of the stockholders in London, England on September 29, 2006 and was consummated on
September 29, 2006 in accordance with the Agreement and Plan of Merger, dated as of March 13, 2006,
among the Company, LUKOIL and Merger Sub (the “Merger Agreement”). Before the merger, LUKOIL
indirectly owned 60% of the outstanding common stock of the Company. The September 29, 2006 press
release announcing the approval of the merger is being furnished as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Pursuant to the terms of the Merger Agreement, each issued and outstanding share of the Company’s
common stock (other than shares held by LUKOIL or its affiliates and any shares with respect to
which appraisal rights have been properly perfected under Delaware law) was converted into $5.80 in
cash, resulting in a payment to minority stockholders of
approximately $88.6 million. With the
close of the transaction, the Company ceased to be a publicly traded company and became an indirect
wholly owned subsidiary of LUKOIL. The description of the Merger contained in this Item 2.01 does
not purport to be complete and is qualified in its entirety by reference to the Merger Agreement,
which is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 29, 2006, the Company filed with the Secretary of State of the State of Delaware an
amended and restated Certificate of Incorporation. A copy of the
Amended and Restated Certificate of
Incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| |
|
|
Exhibit
Number
|
|
Description |
|
|
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated as of March 13, 2006,
among Chaparral Resources, Inc., LUKOIL Overseas and NRL
Acquisition Corp. (incorporated by reference to Exhibit
2.1 to the Company’s Current Report on Form 8-K filed on
March 14, 2006) |
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Chaparral
Resources, Inc., filed with the Secretary of State of the
State of Delaware on September 29, 2006 |
|
|
|
99.1
|
|
Press Release dated September 29, 2006 |