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): May 31, 2019

 

 

 

 

 

(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)
   
[  ] Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Precommencement 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 November 08, 2018 the Company’s Board of Directors amended the new dividend ratio and the new Record Date for a 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) 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; (b) New Record Date: The new Record Date was March 01, 2019, subject to FINRA’s approval; (c) New dividend ratio: All eligible shareholders of Common Stock of the Company as of the new Record Date would 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 was March 29, 2019;

 

WHEREAS, on February 27, 2019 the Company’s Board of Directors passed a corporate resolution to authorize the filing of a registration statement for the afore-mentioned special dividend shares in American Pacific Resources, Inc. with the Securities and Exchange Commission as soon as possible and to set the new Payment Date for the distribution of the special stock dividend to be ten (10) business days after said registration statement is declared effective by the Securities and Exchange Commission.

 

WHEREAS, on March 1, 2019 the Company’s Board of Directors passed a corporate resolution to extend the Record Date to May 31, 2019 and keep the Payment Date for the distribution of the special stock dividend to be ten (10) business days after a registration statement for said special stock dividend shares is declared effective by the Securities and Exchange Commission.

 

WHEREAS, at the request of certain holder(s) of currently outstanding convertible promissory notes of the Company on May 30, 2019, it deemed necessary for the Company to further extend the Record Date of the special stock dividend to comply with the contractual obligations in connection with the outstanding convertible notes and also to enable the Company to repurchase its common stock from the open market before the distribution of the special dividend shares in American Pacific Resources, Inc.

 

On May 30, 2019, the Company’s Board of Directors passed a corporate resolution to further extend the Record Date to September 30, 2019 and re-stipulate the provisions for the afore-mentioned stock dividend as follows: (a) 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 September 30, 2019 (the New Record Date) is twenty (20) shares; (b) Dividend ratio: All eligible shareholders of Common Stock of the Company as of the new Record Date will 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 (c) Payment Date: the Payment Date for the distribution of the special stock dividend to be ten (10) business days after a registration statement for said special stock dividend shares is declared effective by the Securities and Exchange Commission.

 

 
 

 

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 May 30, 2019.
     
99.1   Press release dated May 31, 2019.

 

 
 

 

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: May 31, 2019

 

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

 

 
 

 

 

 

 

EXHIBIT 10.1

 

WRITTEN CONSENT OF DIRECTORS TO CORPORATE ACTION

WITHOUT MEETING OF PHI GROUP, INC.

 

The undersigned, being all of the directors of the Board of Directors of PHI Group, Inc., a Nevada corporation (the “Company”), hereby adopt the following resolutions in lieu of a meeting on this 30 th day of May 2019.

 

WHEREAS, on November 08, 2018 the Company’s Board of Directors amended the new dividend ratio and the new Record Date for a 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) 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; (b) New Record Date: The new Record Date was March 01, 2019, subject to FINRA’s approval; (c) New dividend ratio: All eligible shareholders of Common Stock of the Company as of the new Record Date would 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 was March 29, 2019;

 

WHEREAS, on February 27, 2019 the Company’s Board of Directors passed a corporate resolution to authorize the filing of a registration statement for the afore-mentioned special dividend shares in American Pacific Resources, Inc. with the Securities and Exchange Commission as soon as possible and to set the new Payment Date for the distribution of the special stock dividend to be ten (10) business days after said registration statement is declared effective by the Securities and Exchange Commission.

 

WHEREAS, on March 1, 2019 the Company’s Board of Directors passed a corporate resolution to extend the Record Date to May 31, 2019 and keep the Payment Date for the distribution of the special stock dividend to be ten (10) business days after a registration statement for said special stock dividend shares is declared effective by the Securities and Exchange Commission.

 

WHEREAS, at the request of certain holder(s) of currently outstanding convertible promissory notes of the Company on May 30, 2019, it deems necessary for the Company to further extend the Record Date of the special stock dividend to comply with the contractual obligations in connection with the outstanding convertible notes and also to enable the Company to repurchase its common stock from the open market before the distribution of the special dividend shares in American Pacific Resources, Inc.

 

NOW, THEREFORE, BE IT RESOLVED , that the Company further extend the Record Date to September 30, 2019 and re-stipulate the provisions for the afore-mentioned stock dividend as follows: (a) 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 September 30, 2019 (the New Record Date) is twenty (20) shares; (b) Dividend ratio: All eligible shareholders of Common Stock of the Company as of the new Record Date will 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 (c) Payment Date: the Payment Date for the distribution of the special stock dividend to be ten (10) business days after a registration statement for said special stock dividend shares is declared effective by the Securities and Exchange Commission.

 

     
     

 

FURTHER RESOLVED that in addition to and without limiting the foregoing, each officer of the Company be and hereby is authorized and directed to take, or cause to be taken, such further action, and to execute and deliver, or cause to be delivered, for and in the name and on behalf of the Company, all such instruments and documents as such officer may deem necessary, appropriate or in the best interests of the Company to effectuate the intent of the foregoing resolutions and the transactions contemplated thereby (as conclusively evidenced by the taking of such actions or the execution and delivery of such instruments and documents, as the case may be) and all action heretofore taken by such officer in connection with the subject of the foregoing recitals and resolutions be, and it hereby is, approved, ratified and confirmed in all respects as the act and deed of the Company.

 

By their signatures below, the above resolutions have been duly authorized and adopted by the Company’s Board of Directors.

 

Dated: May 30, 2019

 

/s/ Tam Bui   /s/ Henry D. Fahman
Tam Bui, Director   Henry D. Fahman, Director

 

/s/ Frank Hawkins  
Frank Hawkins, Director  

 

     
     

 

 

EXHIBIT 99.1

 

 

 

PHI Group Extends Record Date for Special Stock Dividend in American Pacific Resources, Inc.

 

* Shareholder Conference Call Scheduled June 7, 2019

 

New York, May 31, 2019 — PHI Group, Inc. ( www.phiglobal.com ) (OTC Markets: PHIL ), a U.S. diversified holding company focused on mergers and acquisitions and investments in select industries and special situations, today announced that the Company’s Board of Directors has passed a corporate resolution to extend the Record Date for the special stock dividend in American Pacific Resources, Inc., a wholly owned subsidiary of the Company, to September 30, 2019, at the request of certain holders of outstanding convertible notes of the Company.

 

The provisions for the afore-mentioned stock dividend are as follows: (a) Eligible shareholders: In order to be eligible for the above-mentioned special stock dividend, a shareholder of PHI Group, Inc. must hold at least twenty (20) shares of Common Stock of PHI Group, Inc. as of September 30, 2019 (the New Record Date); (b) Dividend ratio: All eligible shareholders of Common Stock of the Company as of the new Record Date will 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 (c) Payment Date: the Payment Date for the distribution of the special stock dividend to be ten (10) business days after a registration statement for said special stock dividend shares is declared effective by the Securities and Exchange Commission.

 

The record date is extended to comply with the contractual obligations in connection with the Company’s outstanding convertible notes at the request of certain note holders, as well as to allow for further substantive developments of American Pacific Resources, Inc. and also to enable the Company to execute its stock buyback program before the distribution of the special dividend shares.

 

Henry Fahman, Chairman and CEO of PHI Group, Inc., will host a conference call for our shareholders and investors at 4:30 P.M. Eastern Time, Friday June 7, 2019 and discuss additional corporate updates.

 

     
     

 

To participate in the conference call, please note:

 

Topic: Shareholder Conference Call

Time: Jun 7, 2019 4:30 PM Eastern Time (US and Canada)

 

Join Zoom Meeting

https://zoom.us/j/4049347924

 

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About PHI Group

 

PHI Group ( www.phiglobal.com ) primarily focuses on mergers and acquisitions and invests in select industries and special situations that may substantially enhance shareholder value. In addition, the Company’s wholly owned subsidiary, PHI Capital Holdings, Inc. ( www.phicapitalholdings.com ) provides M&A consulting services and assists companies to go public and access international capital markets. The Company has also been working diligently to organize PHILUX Global Funds with several compartments for investment in renewable energy, agriculture, real estate and multiple commodities. In addition, PHI Luxembourg Development SA, a Luxembourg-based wholly owned subsidiary of the Company, has been cooperating with reputable international advisers and partners to organize a diamond exchange center in Vietnam.

 

Safe Harbor Act and Forward-looking Statements

 

This news release contains “forward-looking statements” pursuant to the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “may,” “future,” “plan” or “planned,” “will” or “should,” “expected,” “anticipates,” “draft,” “eventually” or “projected,” which are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements as a result of various factors.

 

Contact:

PHI Group, Inc.

+1-702-475-5430

info@phiglobal.com