TRECORA RESOURCES Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-06-30: Form 8-K; Period of report 2022-06-27; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2022-06-27: Form 8-K; Period of report 2022-06-24; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 1.02.
- 2022-05-25: Form 8-K; Period of report 2022-05-25; Description 8.01 Other Events; Details 8.01.
- 2022-05-12: Form 8-K; Period of report 2022-05-11; Description 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-06-30 | 8-K | 2022-06-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 27, 2022, in connection with the consummation of the acquisition of Trecora Resources by Balmoral Funds, Brad Crocker became President and CEO of Trecora Resources. | d330723d8k.htm |
| 2022-06-27 | 8-K | 2022-06-24 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.02 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02. 2.01 As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement,” as amended by the Amendment (as defined below)) on May 11, 2022, with Balmoral Swan Parent, Inc., a Delaware corporation (“Parent”), and Balmoral Swan MergerSub, Inc., a Delaware corporation, and a wholly owned, direct subsidiary of Parent (“Merger Sub”). 3.01 The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. 3.03 The information set forth under Items 2.01, 3.01, 5.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth under Items 2.01, 5.02, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. 5.03 Pursuant to the terms of the Merger Agreement, on June 27, 2022, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation. 7.01 On June 24, 2022, the Company issued a press release announcing the completion and results of the Offer. | d374153d8k.htm |
| 2022-05-25 | 8-K | 2022-05-25 | 8.01 Other Events | 8.01 On May 11, 2022, Trecora Resources, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Balmoral Swan Parent, Inc., a Delaware corporation (“Parent”), which is controlled by funds managed by affiliates of Balmoral Funds, LLC, and Balmoral Swan MergerSub, Inc., a Delaware corporation and a wholly owned, direct subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will conduct a cash tender offer to acquire any and all of the issued and outstanding shares of the common stock, par value $0.10 per share, of the Company, at a price per share of $9.81, in cash, net to the holder thereof, without interest and subject to applicable withholding. | d319653d8k.htm |
| 2022-05-12 | 8-K | 2022-05-11 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.03 Pursuant to the terms of the Merger Agreement, on May 11, 2022, the Board adopted a stockholder rights plan and declared a dividend distribution of one right (each, a “Right”) for each Share to stockholders of record at the close of business on May 23, 2022 (the “Record Date”). 7.01 On May 11, 2022, the Company issued a press release announcing the execution of the Merger Agreement, the adoption of the Rights Agreement and the declaration of the dividend of the Rights. 8.01 In connection with the execution of the Merger Agreement, Parent entered into a tender and support agreement (the “Support Agreement”) with certain current directors and executive officers of the Company who own Shares, pursuant to which the foregoing parties agreed, among other things, and subject to the terms thereof, to irrevocably tender their Shares into the Offer. | d359121d8k.htm |
| 2022-05-05 | 8-K | 2022-05-04 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 The information in this Item 2.02, including the corresponding Exhibit 99.1, is being furnished with the Securities and Exchange Commission (the “Commission”) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 7.01 The information in this Item 7.01, including the corresponding Exhibit 99.2, is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act. | trec-20220504.htm |
| 2022-03-23 | 8-K | 2022-03-23 | 8.01 Other Events | 8.01 On March 23, 2022, Trecora Resources issued a press release, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference. | d339574d8k.htm |
| 2022-03-11 | 8-K | 2022-03-10 | 8.01 Other Events | 8.01 On March 10, 2022, Trecora Resources (the “Company”) filed its Annual Report on Form 10-K for the year ended December 31, 2021. | trec-20220310.htm |
| 2022-03-09 | 8-K | 2022-03-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 The information in this Item 2.02, including the corresponding Exhibit 99.1, is being furnished with the Securities and Exchange Commission (the “Commission”) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 7.01 The information in this Item 7.01, including the corresponding Exhibit 99.2, is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act. | trec-20220308.htm |