Attached files
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| EX-99.1 - EXHIBIT 99.1 - AMERALIA INC | ex99_1.htm |
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: August 2, 2011
(Date of earliest event reported)
NATURAL RESOURCES USA CORPORATION
(Exact name of registrant as specified in its charter)
000-15474
(Commission File Number)
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Utah
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87-0403973
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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3200 County Road 31, Rifle, Colorado 81650
(Address of principal executive offices, including zip code)
(214) 253-2556
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.01
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CHANGE OF CONTROL OF REGISTRANT
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ITEM 8.01.
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OTHER EVENTS
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As previously reported, Green SEA Resources Inc. (“Green SEA”), the majority owner of Natural Resources USA Corporation (the “Company”), has informed the Company that it intends to take the Company private pursuant to a short form merger (“Merger”) under the laws of the State of Utah. The Merger has been approved and recommended to the board of directors of Green SEA by the Investment Committee of the board of directors of Green SEA and is subject to the approval of the board of Green SEA. In its Schedule 13D, Green SEA anticipates that it will obtain the approval of the board of Green SEA.
Pursuant to the proposed Merger each outstanding share of common stock of the Company (other than those shares beneficially owned by Green SEA and any shares owned by shareholders who properly exercise their statutory right to dissent) would be converted into the right to receive $0.57 in cash. The Board of Directors of the Company is not required to approve the Merger and the vote of the shareholders of the Company is not required to approve the Merger.
Green Sea is required to file a Schedule 13E-3 under the Securities and Exchange Act and disseminate this schedule to the Company shareholders prior to consummation of the Merger. This schedule will include information regarding the Merger including a notice of rights to dissent under Utah law.
The information in this Form 8-K updates the information provided in our earlier report.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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Press release issued August 4, 2011
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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NATURAL RESOURCES USA CORPORATION
(Registrant)
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Date: August 4, 2011
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/s/ Robert van Mourik
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Name:
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Robert van Mourik
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| Title: | Chief Financial Officer | |