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): May 6, 2004 PENN OCTANE CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-24394 52-1790357 (State of (Commission (IRS Employer Incorporation) File Number) Identification No.) 77-530 Enfield Land, Bldg D Palm Desert, California 92211 (Address of principal executive offices) (Zip Code) (760) 772-9080 (Registrant's telephone number, including area code) Page 1 of 6 Item 5. Other Events And Required FD Disclosure On May 6, 2004, Penn Octane Corporation issued a press release regarding the expiration of its prior contract with P.M.I. Trading Limited ("PMI") and new monthly contracts entered into with PMI for April and May 2004 The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements And Exhibits (c) Exhibits 99.1 Press release dated May 6, 2004 Page 2 of 6 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. PENN OCTANE CORPORATION By: /s/ Ian T. Bothwell ------------------------------------ Name: Ian T. Bothwell Title: Vice President, Treasurer, Assistant Secretary, Chief Financial Officer and Principal Accounting Officer Date: May 7, 2004 Page 3 of 6 EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ----------- -------- 99.1 Press Release dated May 6, 2004 5 - 6 Page 4 of 6