steelexcel_8k-050112.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 1, 2012
Steel Excel Inc.
(Exact name of Registrant as specified in its charter)
| Delaware |
|
0-15071 |
|
94-2748530 |
|
(State or other jurisdiction
|
|
(Commission
|
|
(IRS Employer
|
|
of incorporation)
|
|
File Number)
|
|
Identification No.)
|
2603 Camino Ramon, Suite 200, San Ramon, California 94583
(Address of principal executive offices including zip code)
(408) 945-8600
(Registrant’s telephone number, including area code)
691 S. Milpitas Blvd., Suite 208, Milpitas, California, 95035
(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))
Item 2.02. Results of Operations and Financial Condition.
On May 1, 2012, Steel Excel Inc. (the “Company”) issued a press release announcing preliminary financial results for its first fiscal quarter ended March 31, 2012. The press release also announced that the Company entered into a definitive agreement to acquire Sun Well Services, Inc. (“Sun Well”), the operating subsidiary of BNS Holding, Inc. A copy of this press release is furnished herewith as Exhibit 99.1.
The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall neither be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
The information contained in Item 2.02 regarding the entry into the definitive agreement to acquire Sun Well is incorporated by reference into this Item 7.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed with this report:
| Exhibit No. |
Description
|
| |
|
|
99.1
|
Press Release issued by Steel Excel Inc. on May 1, 2012.
|
SIGNATURE
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.
| |
Steel Excel Inc.
|
|
| |
|
|
|
| |
By:
|
/s/ Mark Zorko
|
|
| |
|
Name: Mark Zorko |
|
| |
|
Title: Chief Financial Officer |
|
Dated: May 1, 2012
EXHIBIT INDEX
| Exhibit No. |
Description
|
| |
|
|
99.1
|
Press Release issued by Steel Excel Inc. on May 1, 2012.
|