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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/03/16 Deer Valley Corp SC 13E3/A 1:21K Deer Valley Corp RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: SC 13E3/A Amendment No. 2 to Schedule 13E-3 HTML 16K
| Amendment No. 2 to Schedule 13E-3 |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
DEER VALLEY CORPORATION
(Name of the Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
Deer Valley Corporation
(Name of Person Filing Statement)
(CUSIP Number of Class of Securities)
John Steven Lawler
Deer Valley Corporation
205 Carriage Street
(205) 468-8400
(Name, Address and Telephone Number of Persons Authorized to Receive Notice and Communications on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
| a. |
x | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Act of 1934. | ||
| b. |
¨ | The filing of a registration statement under the Securities Act of 1933. | ||
| c. |
¨ | A tender offer. | ||
| d. |
¨ | None of the above. | ||
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨
Check the following box if the filing is a final amendment reporting the results of the transaction: x
Calculation of Filing Fee
| Transaction Valuation* | Amount of Filing Fee** | |
|
$18,767.57 |
$1.89 |
| * | For purposes of calculating the filing fee only, this amount assumes the aggregate cash payment of $0.73 by the Issuer in lieu of fractional shares immediately following a 1-for-250 reverse stock split to holders of fewer than 250 shares of the Issuer’s common stock prior to the reverse stock split. The aggregate cash payment is equal to the product of the price of $0.73 per pre-split share and 25,709 pre-split shares, the aggregate number of shares held by such holders. |
| ** | The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2016, was calculated by multiplying the Transaction Valuation by .0001007. |
| x | Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | $1.18 | |
| Form or Registration No.: | Schedule 13E-3 (File No. 005-37539) | |
| Filing Party: | Deer Valley Corporation | |
| Date Filed: | January 22, 2016 | |
INTRODUCTION
This Amendment No. 2 to the Rule 13E-3 Transaction Statement on Schedule 13E-3 (as amended, the “Schedule 13E-3”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13e-3 promulgated thereunder, by Deer Valley Corporation, a Florida corporation (the “Company”), in connection with a proposed transaction to deregister the Company’s shares of common stock, par value $0.001 per share (the “Common Stock”), under the federal securities laws. This Amendment No. 2 is being filed as a final amendment to the Schedule 13E-3 to report the results of the Rule 13E-3 transaction described below.
The Schedule 13E-3 was initially filed with the SEC on January 22, 2016 and was subsequently amended by Amendment No. 1 filed on March 15, 2016.
Effective April 12, 2016 and April 13, 2016, respectively, the Company filed amendments to its Articles of Incorporation, as amended (the “Articles of Incorporation”) that (i) effectuated a 1-for-250 reverse stock split (the “Reverse Stock Split”) of its outstanding shares of Common Stock, whereby each share of the Company’s Common Stock outstanding immediately prior to the Reverse Stock Split was converted into one two hundred-fiftieth (1/250) of a share of post-Reverse Stock Split Common Stock, except that shares of Common Stock held by shareholders owning of record fewer than 250 shares of Common Stock immediately prior to the Reverse Stock Split were converted into the right to receive a cash payment of $0.73 for each share of Common Stock such shareholder held immediately before the Reverse Stock Split, and (ii) immediately following the Reverse Stock Split, effectuated a 250-for-1 forward stock split, whereby each share of post-reverse-split stock was converted into two hundred fifty (250) shares of Common Stock (the “Forward Stock Split” and together with the Reverse Stock Split, the “Reverse/Forward Stock Split”). The amendments to the Articles of Incorporation were approved by the stockholders of the Company holding a majority of the Company’s voting power, by written consent in lieu of a stockholder meeting dated January 21, 2016. The trading on a post-Reverse/Forward split-adjusted basis on the OTC Bulletin Board began as of the opening of trading on April 26, 2016.
Based on the information available to the Company as of the date hereof, the Reverse/Forward Stock Split reduced the number of record holders of the Common Stock to fewer than 300. The Company will file a Form 15 with the SEC to terminate registration of the Common Stock under Section 12(g) of the Exchange Act and to suspend its reporting obligations under the Exchange Act. Upon the filing of the Form 15, the Company’s obligation to file periodic reports with the SEC, including annual reports on Form 10-K and quarterly reports on Form 10-Q, will be suspended. The deregistration is expected to become effective 90 days after filing of the Form 15.
SIGNATURE
After due inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| DEER VALLEY CORPORATION | ||
| By: | /s/ John S. Lawler | |
| Name: | John Steven Lawler | |
| Title: | Chief Financial Officer | |
| Dated: | May 3, 2016 | |
| This ‘SC 13E3/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/3/16 | |||
| 4/26/16 | 8-K | |||
| 4/13/16 | ||||
| 4/12/16 | ||||
| 3/15/16 | DEF 14C, SC 13E3/A | |||
| 1/22/16 | PRE 14C, SC 13E3 | |||
| 1/21/16 | 8-K | |||
| List all Filings | ||||