Current Report Filing (8-k)
01 June 2018 - 4:16AM
Edgar (US Regulatory)
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 (Date of earliest event reported): May 29, 2018
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PHI
GROUP, INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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001-38255-NY
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90-0114535
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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5348
Vegas Drive # 237 Las Vegas, NV
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89108
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 702-475-5430
N/A
(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 (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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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SECTION
7 – REGULATION FD DISCLOSURE
Item
7.01 Regulation FD Disclosure
Extension
of Record Date for Special Common Stock Dividend from Issuer’s Subsidiary
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.
1.
WHEREAS, on April 23, 2018, the Company’s Board of Directors passed a resolution to declare a twenty percent (20%) special
stock dividend from its holdings of Common Stock in American Pacific Resources, Inc., a subsidiary of the Company, to shareholders
of Common Stock of the Company as follows: (a) Declaration date: April 23, 2018; (b) Record date: May 31, 2018; (c) Payment date:
October 31, 2018; (d) Dividend ratio: All eligible shareholders of Common Stock of the Company as of the Record date shall be
entitled to receive two (2) shares of Common Stock of American Pacific Resources, Inc. for every ten (10) shares of Common Stock
of PHI Group, Inc. held by such shareholders as of the referenced Record date.
2.
On May 28, 2018, the Company’s Board of Directors passed amended corporate resolutions to extend the record date for the
special stock dividend in American Pacific Resources, Inc. to June 29, 2018 and fix the minimum amount of Common Stock of PHI
Group, Inc. held by each shareholder at five (5) shares to be eligible for the above-mentioned special stock dividend;
3.
The Payment Date of the special stock dividend remains to be October 31, 2018 and the Dividend Ratio remains to be that for every
five (5) shares of PHI Group, Inc. Common Stock held by eligible shareholders as of the new Record Date, these shareholders have
the right to receive one (1) freely tradable share of Common Stock of American Pacific Resources, Inc., a private entity that
is currently awaiting SEC registration for its Common Stock;
4.
The Company will round up the dividend shares of American Pacific Resources, Inc. Common Stock to the nearest whole number of
shares when fractional shares occur in the calculations of the special stock dividend distribution.
5.
On May 29, 2018, the Company issued a press release entitled “
PHI
Group Extends Record Date for Special Stock Dividend in American Pacific Resources, Inc.
”
The
text of the press release in its entirety is attached herewith as Exhibit 99.1.
SECTION
9 – FINANCIAL STATEMENTS AND EXHBITS
Item
9.01 Financial Statements and Exhibits
The
following is a complete list of exhibit(s) filed as part of this Report.
Exhibit
number(s) correspond to the number(s) in the exhibit table of Item 601 of Regulation S-K.
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.
Dated:
May 31, 2018
PHI
GROUP, INC.
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(Registrant)
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By:
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/s/
Henry D. Fahman
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Henry
D. Fahman
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Chairman
and CEO
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