Item 1.01 Entry Into A Material Definitive Agreement
August 19, 2014, the Company entered into a Securities Purchase Agreement with Terex Energy Corporation(TEC) in which it agreed to sell 129,851,356 shares of restricted common stock to TEC for $1,300,000in cash, which was paid to the Company at closing. Concurrently, two directors resigned, and two new directors have been appointed at the request of TEC. TEC is by this purchase, the majority shareholder of the Company, owning 52% of the issued and outstanding common stock.
Item 3.02 Unregistered Sales of
August 19, 2014, the Company sold 129,851,356 shares of restricted common stock for $1,300,000to Terex Energy Corp.without registering the securities under the Securities Act of 1933.
Exemption from Registration Claimed
The sale and issuance by the Company of the unregistered securities specified above was made in reliance upon Rule 506 of Regulation D and Section 4(a)5. The entity listed above that purchased the unregistered securities has management and investor that are all sophisticated investors. Purchaser was provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to our management in connection with the purchase. Purchaser of the unregistered securities acquired such securities for investment and not with a view toward distribution without registration, acknowledging such intent. All certificates representing such securities to be issued shall contain restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition. Purchaser made written representation of investment intent and Purchaser was capable of evaluating the merits and risks of the prospective investment, and the Company reasonably believed (based on written representations) immediately prior to making any sale that the purchaser came within the description of a sophisticated investor.
Item 5.01 Changes in Control of Registrant.
The Securities Purchase Agreement
August 15-9, 2014, Terex Energy Corporation("TEC") entered into a Securities Purchase Agreement with the Company ("Company"). Prior to entering into the Securities Purchase Agreement, TEC owned no shares in the Company. In exchange for cash of $1,300,000, Company sold 129,851,356 shares of the Company's restricted common stock to TEC. As a result of the Securities Purchase, TEC has become the majority shareholder of the Company, as discussed below. TEC's source of funds was its private placement offering. Prior to the Securities Purchase Agreement, TEC owned no shares of the Company's 119,862,791 issued and outstanding shares of common stock. As a result of the Securities Purchase Agreement TEC now holds 129,851,356 shares of common stock representing 52% of the voting common stock.
Beneficial Ownership Post Transaction
The following table sets forth information with respect to the beneficial ownership of the Company's outstanding common stock, after the purchase transaction, and each person who is known by the Company to be the beneficial owner of five percent (5%) or more of the Company's common stock:
2 Number of Shares Percent of Class Number of Percent of Class Held Before Securities Before Agreement Shares Held After Agreement Name of Holder Purchase Agreement (1)(3) After Agreement (2)(3)
Terex Energy Corporation 0 0 % 129,851,356 52 % Donald Walford(4) 0 0 % 129,851,356 (4) 52 %(4) Martin Gottlob(4) 0 0 % 129,851,356 (4) 52 %(4)
(2) Based on 249,714,147 shares of common stock deemed issued and outstanding on
(3) Does not include computation of issuance pursuant to unexercised options for 20,000,000 shares of common stock, to prior directors.
(4) Mssrs. Gottlob and Walford are officers, directors and affiliates of
Terex Energy Corporationand are deemed to beneficially own and control the Company by virtue of their positions and management of the majority shareholder Terex Energy Corp.They have been appointed to the Rancher Board of Directors. Rule 13d-3 under the Securities Exchange Act of 1934 governs the determination of beneficial ownership of securities. That rule provides that a beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownership of such security within sixty days, including through the exercise of any option, warrant or conversion of a security. Any securities not outstanding which are subject to such options, warrants or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person. Included in this table are only those derivative securities with exercise prices that the Company believes have a reasonable likelihood of being "in the money" within the next sixty days.
Additional Disclosure under Item 5.01 (a)(8)
In as much as the company has previously checked the "Shell" box, management hereby provides additional disclosure of its Business Continuation Plan.
FORWARD LOOKING STATEMENTS You should read the following summary together with the more detailed information regarding the Company. The Company was recently formed and has limited capital and no operation to date. An investment in the Shares involves a high degree of risk and you should carefully consider the information set forth under the heading "Risk Factors". This Statement includes, or incorporates by reference, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the safe harbors created thereby. These forward-looking statements include, but are not limited to, statements regarding our future plans, strategies and product development. Without limiting the forgoing, the words "believes," "anticipates," "plans," "expects," "may," "will," "intends," "estimates," and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties, and our actual results could differ materially from those set forth under "Risk Factors" and elsewhere in this Statement. Prospective investors are cautioned not to rely upon any forward-looking statements, which may be contained in this Statement, the . . .
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignations of Directors
There were no disagreements as to any matter of management, or accounting at the time of any directors resignations.
Resignation of Officers
Concurrent with the resignations listed above.
Donald Walfordand Marty Gottlobwere appointed to the Board of Directors, effective August 19, 2014, and Mr. Walfordwas appointed CEO, President, andActing Chief Accounting Officer.
Appointment of Directors and Officers
Mr. Walfordserved as Three Forks, Inc.Chief Executive Officer from the inception through October 22, 2013. At that time he was appointed the Executive Vice President of Finance of Three Forks, Inc.He served until February 2014, when he was terminated. He served as a Director of Three Forks, Inc.from Inception to February, 2014. Mr. Walfordwas Vice President of Gulfstar Energy, Inc.from 2011 until 2013 and acted as a Director in such time. Mr. Walfordfounded Terex Energy Corporationin March 2014, and is CEO and Director of
Mr. Walfordhas served as a Director and Broker from 1990 to date of ColoradoLandmark Reality. He has served as the Chairman and Vice President of Eveia Medical from 2007 through 2010. Mr. Walfordwas licensed as a principal, NASDSeries 7, commodities broker and all other principal securities licenses including an Allied Member of the New York Stock Exchange, from 1967 through 1992. Mr. Walfordhas had a diverse experience in corporate operations in industries such as agri-business, medical equipment, electronics, engineering, consumer manufacturing, construction and development, and oil and gas.
Mr. Gottlobis an experienced Rocky Mountain States geologist, and operator of oil and gas wells. He has a B.A. in Geology from the University of Coloradowith an emphasis in petroleum exploration and sedimentary basin analysis, and a Master of Science from the Colorado School of Mines, in oil and gas operations research, and management science of oil and gas investment projects. He is the owner of Independence Oil II, LLC, where he has developed, drilled, completed and operated wells on behalf of sixteen clients. Since 2004 he has been responsible for exploration and operations for Edward (Tiger) Mike Davis'oil properties ( Davis Oil Co.), where he has been responsible for many phases of field development in the D- J Basin, in Colorado, Wyoming, and Nebraska. He has worked in similar capacities for Petrogulf, Minoco, Decalta,Resource Technology and Mountain Minerals all in Coloradosince 1979. Mr. Gottlobhas been a Director and Vice President of Geology for Terex Energy Corpsince March 2014. As a disclosure item, Mr. Gottlobwas convicted of a felony in Colorado(domestic violence), in 1999.
Mssrs. Walford and Gottlob enhance the Board of Directors with oil and gas industry experience, and corporate management and governance. Neither person has any compensation of equity arrangement with the company.
Affiliations There is an affiliation between
Donald Walfordand Martin Gottlobas management and directors of Terex Energy Corporation, which is the majority shareholder of the company, and who are now directors of Rancher Energy Corp. Terex Energy Corp.now owns 52% of the issued and outstanding stock of Rancher Energy Corp.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than the Securities Purchase Agreement discussed in 1.01, and as discussed under "Affiliations" above, the Company has not entered into any transaction in which any of the directors, executive officers, shareholders or any members of the immediate family of any of the foregoing had or is to have a direct or indirect material interest, as of the date hereof.
Item 7.01 Regulation FD Disclosure.
The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation
language in such filing. Item 8.01 Other Events.
Options, Cancellation and Re-issuance
Concurrent with the Securities Purchase by TEC , the four Directors of the Company (at
Item 9.01 Financial Statements and Exhibits.
The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.
Exhibit No. Description
10.1 Securities Purchase Agreement 10.2 Warrant Forms 99.1 News Release 18