UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-K/A
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2019
Or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From to .
is Commission File Number0-7406
PrimeEnergy Resources Corporation
(Exact name of registrant as specified in its charter)
Delaware | 84-0637348 | |
(state or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
9821 Katy Freeway, Houston, Texas | 77024 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(713) 735-0000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.10 per share
(Title of Class)
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||
Non-Accelerated Filer | ☐ | Smaller Reporting Company | ☒ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting stock of the Registrant held bynon-affiliates, computed by reference to the average bid and asked price of such common equity as of the last business day of the Registrant’s most recently completed second fiscal quarter, was $117,679,627.
The number of shares outstanding of each class of the Registrant’s Common Stock as of April 30, 2020 was 1,994,177 Common Stock, $0.10 par value
EXPLANATORY NOTE
PrimeEnergy Resources Corporation (“the Company”), is filing this amendment (“the amendment”) to its Annual Report on Form10-K filed on May 6, 2020 (“the original Form10-K), solely to disclose that the Company filed the Original Form10-K after the March 30, 2020 deadline applicable to the Company for the filing of a Form10-K in reliance on the45-day extension provided by an order issued by the Securities and Exchange Commission (the “SEC”) pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (Release Nos.34-88318 dated March 4, 2020 and Release Nos.34-88465 dated March 25, 2020) (the “Order”).
On March 27, 2020, the Company filed a Current Report on Form8-K to indicate its intention to rely on the Order for such extension. Consistent with the Company’s statements made in the Form8-K, the Company was unable to file the Original Form10-K prior to the prescribed March 30, 2020 filing date because the Company’s operations and business have experienced significant disruptions due to the new coronavirus(“COVID-19”) pandemic. The Company relied on the Order because the outbreak of theCOVID-19 novel coronavirus caused a delay in the Company’s ability to consolidate and analyze its financial statements for the preparation of its Annual Report on Form10-K. The sudden mandated closing of schools in the state of Texas as well as employees with health concerns resulted in an unplanned disruption of personnel available to finalize the Original Form10-K by the prescribed filing date.
As required by Rule12b-15 under the Exchange Act, the Company is including in this Amendment certifications from its Principal Executive Officer and Principal Financial Officer as required by Rule13a-14(a) or Rule15d-14(a) of the Exchange Act as exhibits to this Amendment. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of RegulationS-K, paragraphs 3, 4 and 5 of the certifications have been omitted. We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.
Except as described above, this Amendment does not modify or update disclosures in, or exhibits to, the Original Form10-K. Furthermore, this Amendment does not change any previously reported financial results, nor does it reflect events occurring after the filing of the Original Form10-K. Accordingly, this Amendment should be read in conjunction with the Original Form10-K and the Company’s filings with the SEC subsequent to the filing of the Original Form10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PRIMEENERGY RESOURCES CORPORATION | ||||||
Dated: May 12, 2020 | By: | Charles E. Drimal, Jr. | ||||
Charles E. Drimal, Jr. | ||||||
Chairman, President |
Part IV.
Item 15 (b). Exhibits
The following exhibits are filed as a part of this report: