tv1018108k.htm
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 (Date of earliest event reported):
October 22, 2010
Tri-Valley Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-31852
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94-1585250
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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4550 California Blvd., Suite 600
Bakersfield, California 93309
(Address of principal executive office)
Issuer's telephone number: 661-864-0500
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On October 22, 2010, Tri-Valley Corporation entered into a Sales Agreement with C. K. Cooper & Company (“CKCC”), under which the Company may issue and sell shares of its Common Stock for consideration of up to $3,000,000, from time to time in and at the market equity offering program with CKCC acting as the Company’s agent.
Sales of the Common Stock if any, under the program will depend upon market conditions and other factors to be determined by the Company and may be made in negotiated transactions or transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the NYSE Amex, on any other existing trading market for the Common Stock or to or through a market maker. The Company has no obligation to sell any common shares in the program and may at any time suspend solicitation and offers under the program or terminate the program. The Company will pay CKCC a commission equal to 5.0% of the gross sales price of any such shares sold, through it as agent, as set forth in the Sales Agreement. The Company has also agreed to reimburse CKCC for certain expenses incurred in connection with entering into the Agreement and has provided CKCC with customary indemnification rights.
The Company anticipates that, assuming the maximum amount of $3,000,000 is sold pursuant to the Sales Agreement, the proceeds will be used as follows:
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Approximately $2,000,000 to continue its development operations on its Claflin property;
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Approximately $800,000 would be used for working capital; and
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Approximately $200,000 will be used for payment of sales commissions and offering expenses.
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The offering of shares pursuant to the Sales Agreement will terminate upon the earliest of (i) the sale of all shares subject to the Sales Agreement and (ii) the termination of the Sales Agreement by the Company or CKCC.
Any offering of the Common Stock will be made pursuant to a shelf registration statement previously filed with the Securities and Exchange Commission and declared effective by the SEC (file no. 333-163442) on March 16, 2010, and the Prospectus Supplement dated October 22, 2010, describing the offering.
The Sales Agreement has been attached as an Exhibit to this Report to provide information regarding its terms, and is qualified in its entirety by reference to such Exhibit. It is not intended to provide any other factual information about the Company. A copy of the opinion of Strasburger & Price, LLP, relating to the legality of the Common Stock is filed as Exhibit 5.1 hereto, and is incorporated herein by reference. The foregoing description of the offering by the Company and the documents related thereto is qualified in its entirety by reference to such exhibits.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 5.1 Opinion of Strasburger & Price, LLP
Exhibit 10.1 Sales Agreement
Signatures
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.
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Date: October 22, 2010
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TRI-VALLEY CORPORATION
/s/ Maston N. Cunningham
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Maston N. Cunningham, President and Chief Executive Officer
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