-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NKW5TarLGToSLIIfQexE8fNuwsk7VPIw1F56vjQzwwpIC51w9ioJsQTNFzT6LQiU 35M0t2adXs4vixzcbWK6mQ== 0000929638-05-000240.txt : 20051017 0000929638-05-000240.hdr.sgml : 20051017 20051017104247 ACCESSION NUMBER: 0000929638-05-000240 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051017 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051017 DATE AS OF CHANGE: 20051017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARNWELL INDUSTRIES INC CENTRAL INDEX KEY: 0000010048 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 720496921 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05103 FILM NUMBER: 051140228 BUSINESS ADDRESS: STREET 1: 1100 ALAKEA ST. STREET 2: SUITE 2900 CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 808-531-8400 MAIL ADDRESS: STREET 1: 1100 ALAKEA ST. STREET 2: SUITE 2900 CITY: HONOLULU STATE: HI ZIP: 96813 FORMER COMPANY: FORMER CONFORMED NAME: BMA CORP/TN DATE OF NAME CHANGE: 19770324 FORMER COMPANY: FORMER CONFORMED NAME: BARNWELL OFFSHORE INC DATE OF NAME CHANGE: 19671101 8-K 1 barnwell8k17oct05.txt FORM 8-K 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): October 17, 2005 BARNWELL INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-5103 72-0496921 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1100 Alakea Street, Suite 2900, Honolulu, Hawaii 96813 (Address of principal executive offices) (Zip Code) (808) 531-8400 (Registrant's telephone number, including area code) 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 C.F.R. 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. 240.13e-4(c)) ------------------------------------------------------------------------------- Item 8.01. Other Events. The Board of Directors and the stockholders of Barnwell Industries, Inc. (the "Company"), on May 11, 2005 and October 7, 2005, respectively, approved an amendment (the "Amendment") to the Company's Certificate of Incorporation to increase the authorized number of shares of the Company's common stock, par value $.50 (the "Common Stock"), from 4,000,000 shares to 20,000,000 shares. The Amendment became effective on October 12, 2005 upon the filing of the Amendment with the Secretary of State of the State of Delaware. On October 17, 2005, the Company announced that it has declared a three-for-one stock split in the form of a 200% stock dividend on its Common Stock, payable to stockholders of record of the Company on October 28, 2005. The stock dividend will be paid to stockholders of record on November 14, 2005. A copy of the press release announcing the declaration of the stock dividend is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release, dated October 17, 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. BARNWELL INDUSTRIES, INC. (Registrant) /s/ Russell M. Gifford - ---------------------------- Russell M. Gifford Executive Vice President and Chief Financial Officer Date: October 17, 2005 EX-99.1 2 barnwellpr17oct05.txt PRESS RELEASE EXHIBIT 99.1 P R E S S RELEASE [LOGO] BARNWELL INDUSTRIES, INC. 1100 Alakea Street, Suite 2900 Honolulu, Hawaii 96813 Telephone (808) 531-8400 Fax (808) 531-7181 CONTACT: Alexander C. Kinzler President and Chief Operating Officer Russell M. Gifford Executive Vice President and Chief Financial Officer Tel: (808) 531-8400 BARNWELL INDUSTRIES, INC. DECLARES A THREE-FOR-ONE STOCK SPLIT IN THE FORM OF A 200% STOCK DIVIDEND - -------------------------------------------------------------------------------- HONOLULU, HAWAII, October 17, 2005 -- Barnwell Industries, Inc., (ASE-BRN) today reported that it has amended its Certificate of Incorporation after receiving shareholder consent to increase the number of authorized shares to 20,000,000 and following Board action, has declared a three-for-one stock split in the form of a 200% stock dividend. The new shares will be distributed on November 14, 2005 to all shareholders of record as of October 28, 2005. Barnwell's transfer agent, American Stock Transfer & Trust Company, will distribute the new shares. Mr. Morton H. Kinzler, Chairman and Chief Executive Officer of Barnwell, commented, "In light of the Company's strong financial condition and continuing strong financial performance, the Board of Directors has determined that a further split of the Company's stock is appropriate at this time. We believe that the split will also provide additional market liquidity for our shareholders." Except for historical information contained herein, the statements made in this release constitute forward-looking statements that involve certain risks and uncertainties. Certain factors may cause actual results to differ materially from those contained in the forward-looking statements, including those risks detailed in the Company's Annual Report on Form 10-KSB filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----