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): June 11, 2008 (June 10, 2008)
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SulphCo, Inc.
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(Exact name of registrant as specified in charter)
Nevada | | 001-32636 | | 88-0224817 |
(State of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
4333 W. Sam Houston Pkwy N., Suite 190
Houston, Texas 77043
(Address of principal executive offices) (Zip Code)
(713) 896-9100
(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 (see General Instruction A.2. below):
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))
Section 7 - Regulation FD
Item 7.01. Regulation FD Disclosure.
On June 10, 2008, SulphCo, Inc. (the “Company”) completed the sale of 6,818,750 shares of the Company’s common stock at a price of $3.20 per share, pursuant to the previously announced Securities Purchase Agreement dated May 27, 2008 between the Company and a group of purchasers (the “Transaction”). The Company received aggregate proceeds of $21,820,000 before transaction costs. The shares were sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-145460) which was declared effective by the Securities and Exchange Commission (the “Commission”) on September 4, 2007. For additional information regarding the Transaction, readers should review the Company’s Current Report on Form 8-K filed with the Commission on May 29, 2008.
On June 11, 2008, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1.
Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference in to any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| | (d) Exhibits |
| | | | |
| | Exhibit Number | | Exhibit Title or Description |
| | 99.1 | | Press Release dated June 11, 2008 |
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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| | SulphCo, Inc. |
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| Dated as of: June 11, 2008 | By: | /s/ Stanley W. Farmer |
| | Name: Stanley W. Farmer Title: Vice President and Chief Financial Officer |
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