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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 12, 2005
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BPI Industries Inc.
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(Exact Name of Registrant as Specified in Charter)
British Columbia, Canada 001-32695 75-3183021
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
30775 Bainbridge Road, Suite 280, Solon, Ohio 44139
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (440) 248-4200
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Not Applicable
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(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:
|_| 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))
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Item 3.01
On December 12, 2005, BPI Industries Inc. issued the press release filed as
Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated December 12, 2005.
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.
BPI Industries Inc.
By: /s/ George J. Zilich
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George J. Zilich
Chief Financial Officer and General Counsel
Date: December 12, 2005
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated December 12, 2005.
MATERIAL CHANGE REPORT
pursuant to subsection 7.1 (2) OR (3)
of National Instrument 51-102
Item 1. Reporting Issuer
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BPI Industries Inc.
30775 Bainbridge Road, Suite 280
Solon, OH 44139
Item 2. Date of Material Change
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December 12, 2005
Item 3. News Release
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The Issuer issued a News Release dated December 12, 2005, which
was disseminated via Business Wire and Stockwatch, pursuant to
section 7.1 of National Instrument 51-102
Item 4. Summary of Material Change
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BPI Industries to Commence Trading on the Amex
Item 5. Full Description of Material Change
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BPI Industries to Commence Trading on the Amex
Trading Starts on December 13, 2005 Using New Amex Ticker Symbol BPG
Cleveland, OH--December 12, 2005--BPI Industries Inc. (BPI) (TSX VENTURE: BPR),
an independent energy company engaged in the exploration, development and
commercial sale of coalbed methane (CBM) in the Illinois Basin, today announced
that its common stock will begin trading on the Amex under the new ticker symbol
BPG when the market opens on Tuesday, December 13, 2005. J. Streicher & Company
has been selected as the company's specialist firm. The common stock of BPI
Industries will be quoted in U.S. dollars on the Amex.
"We have been working diligently to improve the visibility of our company and
communicate our strategy for creating shareholder value," said BPI President and
Chief Executive Officer James G. Azlein. "Commencing trading on the Amex is an
important milestone."
The company has been informed by the TSX Venture Exchange that its previously
announced application for de-listing from that exchange has been accepted and is
effective at the close of business Tuesday, December 13, 2005.
To be added to BPI Industries' e-mail distribution list, please click on the
link below:
http://www.clearperspectivegroup.com/clearsite/bpi/emailoptin.html
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About BPI Industries Inc.
BPI Industries Inc. (BPI) is an independent energy company engaged in the
exploration, production and commercial sale of coalbed methane (CBM) in the
Illinois Basin, which covers approximately 60,000 square miles in Illinois,
southwestern Indiana and northwestern Kentucky. The company currently controls
the dominant CBM acreage position in the Illinois Basin at 418,435 acres.
This press release is not an offer to sell or the solicitation of an offer to
buy any of BPI's securities in any jurisdiction. Any such offer or solicitation
will be made only in accordance with the requirements of the Securities Act of
1933, as amended. The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
Some of the statements contained in this press release may be deemed to be
forward-looking in nature, outlining future expectations or anticipated
operating results or financial conditions. Such forward-looking statements are
subject to known and unknown risks, uncertainties and other factors that could
cause actual results or conditions to differ materially from the information
expressed or implied by these forward-looking statements. Some of the factors
that could cause actual results or conditions to differ materially from the
Company's expectations include: (1) inability to obtain financing to fund its
current plan of operations; (2) failure of wells drilled by BPI to be
commercially productive; (3) unexpected drilling conditions; (4) inability to
obtain drilling equipment; (5) inability to maintain acreage rights in the
Illinois Basin or to avoid disputes over the extent of its property rights; and
(6) an unexpected decline in natural gas prices. Any forward-looking statements
made by the Company in this press release or elsewhere are based on currently
available information and speak only as of the date hereof and thereof. Readers
are cautioned not to place undue reliance on these forward-looking statements.
Except as required by applicable law, the Company undertakes no duty to update
these forward-looking statements due to new information or as a result of future
events.
News releases and other information on the company are available on the Internet
at:
http://www.bpi-industries.com .
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CONTACT:
BPI Investor Relations
Clear Perspective Group, LLC
Matthew J. Dennis, CFA
Sr. Managing Director
(440) 353-0552
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Item 6. Reliance on subsection 7.2(2) or (3) of National Instrument 51-102
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Not applicable. This report is not being filed on a confidential
basis.
Item 7. Omitted Information
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Not applicable.
Item 8. Executive Officer
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To obtain further information, contact James Azlein, President of
the Issuer, at (440) 248-4200 or jazlein@bpi-industries.com.
Item 9. Date of Report
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December 12, 2005