Current Report Filing (8-k)
03 August 2013 - 4:14AM
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): July 30, 2013
TransCoastal Corporation
(Exact name of registrant as specified in its charter)
Delaware |
001-14665 |
75-2649230 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
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17304 Preston Road, Suite 700, Dallas, Texas |
75252 |
(Address of principal executive offices) |
(zip code) |
Registrant’s telephone number, including area code: (972) 458-1701
N/A
17304 Preston Rd, Suite 700, Dallas TX |
75252 |
|
(zip code) |
(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:
[ ] 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 3.02 Unregistered Sales of Equity Securities.
On July 30, 2013, the Board of Directors of TransCoastal Corporation (the "Company") approved the conversion of 3,721,036 outstanding shares of its Series F Convertible Preferred Stock into 21,154,478 shares of the Company’s common stock pursuant to the Company's conversion right set forth in the Certificate of Designation of Series F Convertible Preferred Stock filed with the Delaware Secretary of State on May 7, 2013. The issuance of the shares of common stock upon conversion will be restricted stock as that term is defined in Rule 144 and will contain a restrictive legend to that effect. The Series F Convertible Preferred Stock was issuance pursuant to the Amended Acquisition Agreement by and between Claimsnet.com, Inc. and TransCoastal Corporation and is qualified in its entirety by reference to such agreement as filed with the SEC on March 22, 2013 on form 8-K.
The Common Stock issued upon the conversion of the Preferred Stock, without compliance with the registration requirements of the Securities Act based on the exemption provided by Section 3(a)(9) thereunder.
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: August 2, 2013 |
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TransCoastal Corporation |
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By: |
/s/ Stuart G. Hagler |
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Name: |
Stuart G. Hagler, |
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Title: |
CEO |
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