UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): June 10, 2008
Croff
Enterprises, Inc.
(Exact
name of registrant as specified in its charter)
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CO
(State
or other jurisdiction of incorporation)
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000-16731
(Commission
File Number)
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87-0233535
(IRS
Employer Identification Number)
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|
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||
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3773
Cherry Creek Drive North Suite 1025
(Address
of principal executive offices)
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80209
(Zip
Code)
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3033831555
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
Name or Former Address, if changed since last report)
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
3.02 Unregistered Sales of Equity Securities
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Sale of
Director’s Shares, Special Dividend, and Director Resignation
Croff
Enterprises, Inc. announced today that following a meeting of the Board of
Directors on June 10, 2008, two members of the Board of directors, the Company’s
Chairman and President Gerald Jensen and director, Julian Jensen, have entered
into agreements to sell all of their common shares in the Company. A third
director, Richard Mandel will sell only his free trading common share, and
retain his restricted shares. Pursuant to the majority share
acquisition, on closing of the sale, the existing Board of Directors and
officers will resign and the Company will be relocated to Beverly Hills,
California. Croff announced that a special dividend of $.40 per common share has
also been declared to all shareholders of record as of June 10, 2008. This would
distribute most of the company’s cash to existing shareholders prior to the
change in control of the Company.
Harvey
Fenster, director, announced his resignation following the meeting, effective at
the close of business on June 10, 2008. The Press Release from the Company is
attached hereto as Exhibit 99.1. Upon closing, all current directors will resign
and the Company will announce its new directors and officers.
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 hereunto
duly authorized
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Dated:
June 12, 2008
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CROFF ENTERPRISES,
INC.
By:
/s/ Gerald L.
Jensen
Gerald L. Jensen
President
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Exhibit
Index
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Exhibit No.
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Description
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99.1
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Press
Release of Croff Enterprises, Inc dated June 12,
2008
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- 2
- -
Exhibit
99.1
Croff
announces Common Share Sale and Dividend
DENVER,
CO – 06/12/2008 -- Croff Enterprises, Inc. (OTCBB: COFF)announced today that the
members of the Board of Directors including the Company’s Chairman and President
have entered into agreements to sell all of their shares in Croff Enterprises,
Inc. As part of the sale, the existing Board of Directors and
officers will resign and the Company will be relocated to Beverly Hills,
California. Jerry Jensen, Chairman of Croff, stated that he was
selling his shares, “Constituting almost half of the issued and outstanding
shares, to allow a new management team to grow the company and develop a more
liquid market for the company’s stock. This sale will complete the Board of
Directors plan to separate the non-operated oil and gas assets into a separate
company, which was completed in December 2007, and allow a new management team
to acquire a potentially more scalable business for the public
company.”
Croff
announced that a special dividend of $.40 per common share has been declared to
all shareholders of record as of June 10, 2008. This would distribute most of
the company’s cash to existing shareholders prior to the change in control of
the Company. Harvey Fenster, director, announced his resignation
following the meeting, effective at the close of business on June 10,
2008. This sale is expected to close by June 21, 2008.
Croff,
formerly an independent energy company, assigned all of its oil and gas assets
to its former Preferred B shareholders in December 2007. It has been seeking a
new business in 2008. This news release contains forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, which
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995.
For
Further information contact:
Alex
Forest
Secretary
Croff
Enterprises, Inc.
303-383-1555
alex@croff.com