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): November 1, 2013
Chase Packaging Corporation
(Exact name of registrant as specified in its charter)
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Texas |
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0-21609 |
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93-1216127 |
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(State of incorporation) |
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(Commission File No.) |
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(IRS Employer Identification No.) |
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636 River Road |
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Fair Haven, NJ |
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07704 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (732) 741-1500
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01. |
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Regulation FD Disclosure. |
On November 1, 2013, Chase Packaging Corporation (the “Company”) issued a press release (the “Press Release”) announcing that its Board of Directors had declared a ten percent annual stock dividend on its outstanding Series A 10% Convertible Preferred Stock. The full text of the Press Release is set forth in Exhibit 99.1 to this Current Report on Form 8-K.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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Item 9.01. |
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Financial Statements and Exhibits | ||
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(d) |
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Exhibits. | |
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The following exhibit is furnished with this Form 8-K: | ||
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99.1 |
Press Release of the Company dated November 1, 2013. | |
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.
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CHASE PACKAGING CORPORATION | |
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Date: November 1, 2013 |
By: |
/s/ Ann C. W. Green |
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Ann C.W. Green |
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Assistant Secretary |
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(Principal Financial and Accounting Officer) |
Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
Chase Packaging Corporation
Chase Packaging Declares 10%
Stock Dividend on its Preferred Stock
Fair Haven, New Jersey — November 1, 2013 — Chase Packaging Corporation, which trades over-the-counter under the symbol “CPKA” (“Pink Sheets”), today announced that its Board of Directors declared a ten percent (10%) stock dividend on its outstanding Series A 10% Convertible Preferred Stock (“Preferred Stock”). Shareholders of record as of November 15, 2013, will receive the stock dividend for each share of Preferred Stock owned on that date, payable on December 2, 2013. The dividend will be paid in kind (i.e., in additional shares of Preferred Stock) based on the stated value of $100 per share.
The Board’s declaration is in accordance with the provisions of the Statement of Resolution Establishing the Preferred Stock which provides that the Board of Directors may, in the exercise of its sole discretion, declare and pay a ten percent (10%) annual dividend on the stated value, such dividend payable either in cash or in kind, or any combination thereof. The Board of Directors approved the declaration and payment of this ten percent 10% stock dividend by unanimous written consent of the Board of Directors of the Corporation dated October 21, 2013.
Fractional shares will be accumulated until whole shares can be issued. As of November 1, 2013, Chase Packaging had 22,704 shares of Preferred Stock outstanding.
Chase ceased its prior specialty packaging business operations as of December 31, 1997, and since that time the Company’s existence has been as a publicly traded development stage shell corporation. Management of the Company is seeking to secure a suitable merger partner wishing to go public or to acquire private companies to create investment value for the Company. However, there is no assurance that a transaction will be concluded.
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements are based on our current expectations and projections about future events. All statements other than statements of historical fact included in this press release regarding the Company are forward looking statements. There can be no assurance that those expectations and projections will prove to be correct.
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CONTACT:
Chase Packaging Corporation
Ann C.W. Green (732) 741-1500
Chief Financial Officer
636 River Road, Fair Haven NJ 07704