SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 2, 2010 (November 2, 2010)
TRIANGLE PETROLEUM CORPORATION
(Exact name of registrant as specified in charter)
1625 Broadway, Suite 780, Denver, CO 80202
(Address of principal executive offices)
Registrants telephone number, including area code: (303) 260-7125
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:
The stockholders of Triangle Petroleum Corporation (the Company) previously granted discretionary authority to the board of directors of the Company (the Board) to amend its Articles of Incorporation to effect a reverse stock split, pursuant to which existing shares of the Companys common stock would be combined into new shares of the Companys common stock at an exchange ratio between 1-for-3 and 1-for-10, with the exact exchange ratio and timing of the reverse stock split to be determined at the discretion of the Board. On November 2, 2010, the Board established the exchange ratio at 1-for-10. In connection with the reverse stock split, Board has decreased the number of shares of authorized common stock from 150,000,000 shares to 70,000,000. A copy of the Companys Articles of Incorporation, as amended, are attached hereto as Exhibit 3.1. See Item 8.01 for further information.
On November 2, 2010, the Company received notice that, subject to the satisfaction of certain conditions, its common stock was authorized for listing on the NYSE Amex stock exchange. The listing of the Companys common stock on the NYSE Amex is conditioned upon the Companys completion of a 1-for-10 reverse stock split and of an offering of the Companys common stock. The Companys 1-for-10 reverse stock split will be effective for trading purposes on November 5, 2010 (the Effective Date) and the Company currently expects that shares of its common stock will begin trading on the NYSE Amex on the Effective Date, under the trading symbol TPLM. The Company can give no assurance that the condition related to the completion of the Companys offering will be satisfied by this date or at all. The Company will delist from the OTC Bulletin Board once trading commences on the NYSE Amex.
The information in Item 7.01 of this Current Report is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing. This release does not constitute an offer to sell, or the solicitation of an offer to buy, the Companys common stock, nor will there be any sale of the Companys common stock in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.
On November 2, 2010, the Company received notification from the Financial Industry Regulatory Authority (FINRA) that the 1-for-10 reverse stock split previously approved by the Companys stockholders will take effect on the Effective Date. Unless the Companys common stock is then trading on NYSE Amex, on the Effective Date, the Companys OTC Bulletin Board trading symbol will be changed from TPLM to TPLMD for approximately 20 business days after which it will revert to TPLM.
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.
Index to Exhibits