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NWTR > SEC Filings for NWTR > Form 8-K on 27-Jan-2014All Recent SEC Filings

Show all filings for NEW WESTERN ENERGY CORP



Entry into a Material Definitive Agreement, Regulation FD Disclosure, Fin

Item 1.01 Entry into a Material Definitive Agreement.

On January 23, 2014, New Western Energy Corporation ("New Western" or the "Company"), New Western Energy Merger Corp., a wholly owned subsidiary of New Western ("Merger Sub") and Legend Oil and Gas Ltd. ("Legend"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will, upon the terms and subject to the satisfaction or waiver of the conditions therein, merge with and into Legend (the "Merger"), with Legend continuing as the surviving corporation and as a wholly-owned subsidiary of New Western .

Under the terms of the Merger Agreement, at the Closing Date, based on 122,602,418 shares of Legend common stock to be outstanding, New Western shall deliver one (1) share of its common stock for every three (3) outstanding shares of Legend common stock, or an aggregate of 40,867,474 shares of New Western common stock, subject to adjustment, to the current stockholders of Legend. The parties expect the Merger to be completed during the second quarter of 2014. Closing of the Merger is subject to approval of Legend's stockholders as well as a number of other customary closing conditions, including filings with the State of Nevada and Colorado and the Securities and Exchange Commission ("SEC"). Under the terms of the Merger Agreement New Western has also agreed to prepare and file with the SEC a registration Statement on Form S-4 relating to the shares of New Western Common stock to be issued to the Legend stockholders pursuant to the terms of the Merger Agreement.

The foregoing summary is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and incorporated herein by reference in its entirety. The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. The representations, warranties and covenants may have been made for the purposes of allocating risk between New Western and Legend instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of New Western, Merger Sub, Legend or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.

Item 7.01 Regulation FD Disclosure

On January 24, 2014, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This disclosure does not constitute an offer to sell, or the solicitation to buy, any such security.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

* 2.1 Agreement and Plan of Merger, dated as of January 23, 2014, by and among New Western Energy Corporation, New Western Energy Merger Corp. and Legend Oil and Gas, Ltd.

99.1 News Release dated January 24, 2014.

*Certain schedules and exhibits related to the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the Securities and Exchange Commission.

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