UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| _____________________________ |
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| FORM 8-K |
| _____________________________ |
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| CURRENT REPORT |
| Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 |
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| Date of Report (Date of earliest event reported): December 14, 2017 |
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| _____________________________ |
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| BARNWELL INDUSTRIES, INC. |
| (Exact name of registrant as specified in its charter) |
| _____________________________ |
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| Delaware | 1-5103 | 72-0496921 |
(State or other jurisdiction of
incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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1100 Alakea Street, Suite 2900 Honolulu, Hawaii 96813 (Address of principal executive offices) | 96813 (Zip Code) |
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| Registrant's telephone number, including area code: | (808) 531-8400 |
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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 (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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| [ ] Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12) |
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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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| [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ] |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] |
Item 1.01 Entry into a Material Definitive Agreement.
Barnwell of Canada, Limited ("Barnwell Canada"), a subsidiary of Barnwell Industries, Inc., entered into a Purchase and Sale Agreement with an independent third party to sell its oil properties located in the Red Earth area of Alberta, Canada. The transaction is expected to close in January 2018. The sales price was approximately $1,560,000 and is subject to certain customary purchase price adjustments at closing.
The description of terms of the Purchase and Sale Agreement set forth herein does not purport to be complete and is qualified in its entirety by the full text of the Purchase and Sale Agreement, the form of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: December 19, 2017
| | BARNWELL INDUSTRIES, INC. |
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| | By: | /s/ Russell Gifford |
| | | Name: | Russell M. Gifford |
| | | Title: | Executive Vice President and
Chief Financial Officer |
Exhibit Index
4
