UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 27, 2010
(Date of earliest event reported)
Corning Natural Gas Corporation
(Exact name of registrant as specified in its charter)
|
New York |
000-00643 |
16-0397420 |
||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
330 West William Street, Corning, New York |
14830 |
|
(Address of principal executive offices) |
(Zip Code) |
(607) 936-3755
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure
On September 27, 2010, Corning Natural Gas Corporation ("Corning") entered into agreements with Five Star Bank (the "Bank") including a Promissory Note (the "Note"), Assignment of Contracts (the "Assignment"), Undertaking and Compliance Agreement and Certification of No Change of Circumstance (together, the "Loan Documents") to document a loan in the principal amount of $750,000 by the Bank to Corning (the "Loan"). Interest on the Loan is payable monthly at a fixed interest rate of 4.25% per annum. Unless sooner accelerated or demanded under the terms of the Note, the Loan will mature on September 25, 2011, at which time all principal and any unpaid interest under the Note will become due. Any amounts due under the Note will become immediately due and payable in the event of a default as defined in the Note and may be prepaid at any time without penalty. The obligations under the Note are secured by the other Loan Documents. The Loan Documents contain customary representations, warranties and covenants made by the parties.
The purpose of this Note is to fund construction of an upgrade to existing natural gas piping to serve increased needs at Corning Incorporated plants. Corning's rights under the agreement between Corning and Corning Incorporated concerning the upgrade have been assigned to the Bank pursuant to the Assignment to secure the Loan.
This Current Report on Form 8-K may contain statements that are forward-looking, such as statements relating to future capital expenditures, financing sources and availability, business development and acquisitions, dispositions, and the effects of regulation and competition. The words "believe," "expect," "anticipate," "intend," "may," "plan," and similar expressions are intended to identify these statements. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be achieved. As forward-looking statements, these statements involve risks, uncertainties and other factors that could cause actual results to differ materially from the expected results. Accordingly, actual results may differ materially from those expressed in any forward-looking statements
SIGNATURE
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 thereunto duly authorized.
Corning Natural Gas Corporation
By: /s/ Michael I. German
President and Chief Executive Officer
Dated: August 28, 2010
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