(Address
of principal executive offices, zip code)
(858)
704-5010
(Registrant’s
telephone number, including area code)
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 communication pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[X]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240. 13e-4(c))
Item
8.01OTHER
EVENTS.
On
September 17, 2007, Surge Global Energy, Inc. (“Surge”) issued a press release
announcing the delay of its October 9, 2007 scheduled annual stockholder meeting
until January 14, 2008. As a result of recent transactions and in view of recent
market turmoil, Surge continues to carefully evaluate its strategic
opportunities. Delaying the annual stockholder’s meeting will provide Surge more
opportunity to finalize its evolving strategy as well as provide its
stockholders additional time to understand and consider Surge’s direction. A
copy of the press release is attached hereto as Exhibit 99.1 to this Current
Report on Form 8-K.
Rule
14a-8 Stockholder Proposal Deadline
The
2007
annual stockholder meeting date is more than 30 days from the anniversary of
Surge’s 2006 annual stockholder meeting. As a result, pursuant to Rule 14a-8
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
Surge has set a revised deadline for the receipt of any stockholder proposals
submitted pursuant to Rule 14a-8 for inclusion in Surge’s revised proxy
materials for the annual stockholder meeting. The new deadline for delivering
stockholder proposals to Surge is the close of business on October 16, 2007.
Stockholder proposals should be delivered to: Surge Global Energy, Inc., 12220
El Camino Real, Suite 410, San Diego, CA92130 Attention: Corporate Secretary.
Surge recommends that such proposals be sent by certified mail, return receipt
requested. Stockholder proposals also will need to comply with the rules of
the
Securities and Exchange Commission (“SEC”) regarding the inclusion of
stockholder proposals in proxy materials, and may be omitted if not in
compliance with applicable requirements.
In
accordance with the requirements of Surge’s bylaws, in order for a stockholder
proposal or director nomination to considered timely, such proposal or
nomination must be received by Surge’s Corporate Secretary by close of business
on October 16, 2007 at the address noted above. Such proposals must comply
with
Section 2.9 and/or Section 2.10 of Surge’s bylaws.
Notice
to Stockholders
In
connection with the matters to be considered at the annual meeting, Surge filed
a definitive proxy statement with the SEC on April 30, 2007, and will prepare
a
revised definitive proxy statement for its stockholders to be filed with the
SEC
on or about November 30, 2007. The revised definitive proxy statement will
contain information about Surge and the other matters to be voted on at the
annual meeting. STOCKHOLDERS ARE URGED TO READ THE REVISED PROXY STATEMENT
CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN IMPORTANT INFORMATION THAT
STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MATTERS TO
BE
VOTED ON AT THE ANNUAL MEETING. In addition to receiving the revised proxy
statement from Surge by mail, stockholders will be able to obtain the previously
filed and revised proxy statement, as well as other filings containing
information about Surge, without charge, from the SEC’s website
(http://www.sec.gov) or, without charge, from Surge’s website at
www.SurgeGlobalEnergy.com or
by
directing such request to Surge Global Energy, Inc., 12220 El Camino Real,
Suite
410, San Diego, CA92130 Attention: Investor Relations.
Surge
and
its directors and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of proxies.
Information concerning Surge and its directors and executive officers is set
forth in Surge’s proxy statement and Annual Report on Form 10-KSB
previously filed with the SEC, and will be set forth in the revised proxy
statement when it becomes available.
The
information in this report, including the exhibit hereto, shall not be deemed
to
be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject
to the liabilities of that section, nor shall it be deemed to be incorporated
by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference
in
such a filing.
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.
