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 1, 2015
DIVERSIFIED RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
Nevada None 98-0687026
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1789 W. Littleton Blvd.
Littleton, CO 80120
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (303) 797-5417
N/A
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(Former name or former address if changed since last report)
Check 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)
[ ] 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On July 1, 2015, the Company commenced a Private Offering of its Series A
Preferred Stock and Warrants.
The Preferred Shares and Warrants will be sold as Units, at a price of
$10,000 per Unit. Each Unit consists of 10,000 shares of the Company's Series A
Preferred Stock and 2,500 Warrants. Each Warrant allows the holder to purchase
one share of the Company's common stock at a price of $1.50 per share at any
time on or before July 31, 2018. A maximum of 1,000 Units will be sold.
Each Series A Preferred Share will be entitled to a dividend of $0.10 per
share, payable annually, in cash, with the first dividend payable twelve months
following the closing of the offering. Dividends not paid will cumulate. At the
Company's option, dividends may be paid in shares of the Company's common stock.
If dividends are to be paid in shares of common stock, the number of shares to
be issued in payment of the dividend will be determined by dividing the amount
to be paid by the average closing price of the Company's common stock for the 10
trading days which precede the dividend payment date by five trading days.
At the holder's option, the Series A Preferred Shares are convertible, in
increments of not less than 10,000 shares, into shares of the Company's common
stock on the basis of one share of Preferred Stock for one share of the
Company's common stock.
The Series A Preferred Shares are redeemable, in whole or in part, at the
Company's option, any time after 36 months from the date of the closing of the
offering, upon 30 days' written notice and payment of $1.20, plus all accrued
dividends for each share to be redeemed.
Upon the Company's liquidation, dissolution or winding up, the holders of
the Series A Preferred Shares will be entitled to receive, for each outstanding
Series A Preferred Share, the sum of $1.00, plus any accrued and unpaid
dividends, before any distribution or payment is made to the holders of the
Company's common stock or any securities ranking junior to the Series A
Preferred Shares.
The Preferred Shares and Warrants will be offered and sold to accredited
investors only.
The Preferred Shares and Warrants will not be registered under the
Securites Act of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements.
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SIGNATURES
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.
Date: July 6, 2015
DIVERSIFIED RESOURCES, INC.
By: /s/ Paul Laird
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Paul Laird, Chief Executive Officer