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 22, 2005
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 Lane, Bldg D
Palm Desert, California 92211
(Address of principal executive offices) (Zip Code)
(760) 772-9080
(Registrant's telephone number, including area code)
N/A
(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):
[ ] 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-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
1
5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On June 22, 2005, Penn Octane received written communication from Richard
Shore, Jr., President and member of the Board of Directors of Penn Octane
regarding his resignation from all such positions effective immediately. A copy
of Mr. Shore's resignation notice is attached as Exhibit 17.1 hereto. Penn
Octane believes that Mr. Shore's resignation was prompted by differences over
management style, including procedures for communications between management and
the Board of Directors.
On June 23, 2005, Penn Octane's Board of Directors appointed Charles C.
Handly, as the President and Chief Executive Officer of Penn Octane. From May
2003 until June 2005, Mr. Handly served as Penn Octane's Executive Vice
President and Chief Operating Officer. From August 2002 through April 2003, Mr.
Handly served as Vice President of Penn Octane. From August 2000 through July
2002, Mr. Handly provided consulting services to Penn Octane. Mr. Handly also
previously served as a director of Penn Octane from August 2000 until August
2002 and from July 2003 through July 2004. Mr. Handly retired from Exxon
Corporation (now Exxon Mobil Corporation) on February 1, 2000 after 38 years of
service. From 1997 until January 2000, Mr. Handly was Business Development
Coordinator for gas liquids in Exxon's Natural Gas Department. From 1987 until
1997, Mr. Handly was supply coordinator for two Exxon refineries and 57 gas
plants in Exxon's Supply Department.
8.01. OTHER EVENTS.
In response to Penn Octane's anticipated cash operating shortfalls during
the summer months of 2005 in connection with the new agreement entered into by
Penn Octane's affiliate, Rio Vista Energy Partners L.P. ("Rio Vista"), for sales
of liquefied petroleum gas ("LPG") to P.M.I. Trading Limited ("PMI") for the
period June 4, 2005 through March 31, 2006, Penn Octane has taken certain
actions. On June 28, 2005, Penn Octane issued a press release concerning such
actions, a copy of which is attached hereto as Exhibit 99.1. Among the actions
recently taken, Charles C. Handly was appointed as President and Chief Executive
Officer to replace the outgoing Richard Shore, Jr. Mr. Handly is expected to
provide the requisite leadership as Penn Octane attempts to further reduce
costs, raise additional debt and/or equity capital and explore alternatives
regarding a possible sale of assets of Penn Octane. Penn Octane is continuing
to seek further reductions in operating costs and to restructure other current
obligations to the extent possible. Penn Octane is also actively pursuing
discussions regarding a possible sale of all or a portion its LPG assets. There
can be no assurance, however, that such cost reduction measures will be adequate
or that such a sale of assets can be completed on terms satisfactory to Penn
Octane, if at all. Penn Octane undertakes no obligation to update the
information in this report regarding cost reductions or discussions for a
possible sale of assets, including any termination of such discussions. Further
information regarding risks facing Penn Octane may be found in its Form 8-K as
filed on June 9, 2005, its Form 10-Q as filed on May 20, 2005 and its Form 10-K
as filed on November 10, 2004.
2
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
17.1 Notice of Resignation of Richard Shore, Jr.
99.1 Press Release
3
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,
Chief Financial Officer, Treasurer,
and Assistant Secretary, (Principal
Financial and Accounting Officer)
Date: June 28, 2005
4
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
17.1 Notice of Resignation of Richard Shore, Jr. 6
99.1 Press Release 7
5