REGENT ENERGY CORPORATION
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
March 9, 2001
Commission File number: 0-08536
REGENT ENERGY CORPORATION
(fka NPC Holdings, Inc.)
(Exact name of registrant as specified in charter)
Nevada 84-1034362
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
650 N. Sam Houston Parkway E., Suite 500, Houston, TX 77060
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 281-931-3800
NPC Holdings, Inc.
4685 S. Highland Dr, Suite 202, Salt Lake City, UT 84117
(Former name, address and fiscal year, if changed since last report)
Check whether the Issuer (1 ) filed all reports required to be filed by section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
(1) Yes [X] No [ ] (2) Yes [X] No [ ]
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to a majority consent of the outstanding shares of Regent
Energy Corporation (fka NPC Holdings, Inc.) (the "Company"), an Agreement and
Plan of Reorganization between the Company and Vulcan Minerals & Energy, Inc., a
Texas corporation ("Vulcan"), was approved, whereby the shareholders of the
Company exchanged 13,947,430 shares of common stock, par value $.001 per share,
of the Company for all of the issued and outstanding shares of Vulcan, effective
March 9, 2001. Pursuant to the Agreement and Plan of Reorganization the
Company's name was changed to Regent Energy Corporation. As a result of the
Agreement and Plan of Reorganization, the former shareholders of Vulcan now hold
92% of the capital stock of the Company.
On March 9, 2001, the management of the Company changed from Kelly
Adams, Pete Falvo and Christopher Nielsen to Michael Ronca, John N. Ehrman,
Kenneth W. Jackson, Paul Bornstein, Murray Goldberg, Andrew Levy and Kent
Lovelace pursuant to a Special Meeting of the Board of Directors of the Company,
whereby Kelly Adams resigned as President and Director, Christopher Nielsen
resigned as Vice President and Director, and Pete Falvo resigned as Secretary,
Treasurer and Director. Michael Ronca was appointed as Chairman of the Board,
John N. Ehrman was appointed as President and CEO, Kenneth Jackson was appointed
as Secretary. The following individuals were appointed as Directors: Paul
Bornstein, Murray Goldberg, Andrew Levy and Kent Lovelace.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
None; not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None; not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None; not applicable.
ITEM 5. OTHER EVENTS
Pursuant to a majority consent of the outstanding shares of the
Company, the Company changed its name from NPC Holdings, Inc. to Regent Energy
Corporation, effective March 9, 2001.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
The resignations of Kelly Adams, Pete Falvo and Christopher Nielsen
were not as a result of a disagreement with the Company on any matter relating
to the Company's operations, policies or practices and none of these individuals
have furnished the Company with a letter describing such a disagreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
To be filed within 60 days.
2
(b) Pro Forma Financial Information
To be filed within 60 days.
(c) Exhibits
Exhibit SEC Description of Exhibit
Number Reference
1 EX-2 Agreement and Plan of Reorganization
2 EX-3(i) Articles of Amendment
ITEM 8. CHANGE IN FISCAL YEAR
None; not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
None; not applicable.
3
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
REGENT ENERGY CORPORATION
Date: March 15, 2001 By: /s/ John N. Ehrman
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John N. Ehrman, President