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 17, 2008
CROFF
ENTERPRISES, INC.
(Exact
name of registrant as specified in its charter)
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Utah
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000-16731
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87-0233535
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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9903
Santa Monica Blvd., Suite 287, Beverly Hills, CA
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90212
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (818)
735-0050
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Not
applicable
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(Former
name or former address, if changed since last
report.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
This Form
8-K and other reports filed by Croff Enterprises, Inc. (“Croff” or the
"Company") from time-to- time with the Securities and Exchange Commission
(collectively the “Filings”) contain forward-looking statements and information
that are based upon beliefs of, and information currently available to, the
Company's management, as well as estimates and assumptions made by the Company's
management. When used in the Filings, the words "anticipate", "believe",
"estimate", "expect", "future", "intend", "plan" or the negative of those terms
and similar expressions as they relate to the Company or the Company's
management identify forward-looking statements. Such statements reflect the
current view of the Company with respect to future events and are subject to
risks, uncertainties, assumptions and other factors relating to the Company's
industry, operations and results of operations and any businesses that may be
acquired by the Company. Should one or more of those risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed,
estimated, expected, intended or planned.
Item
5.01 Changes in Control of Registrant.
On June
17, 2008, Terrace Lane, LLC (“Terrace Lane”) purchased an aggregate of 146,000
shares of Croff’s common stock from Gerald L. Jensen, Julian D. Jensen, Jensen
Development Company, Jenco Petroleum Corporation and C.S. Finance, LLC (the
“Stock Purchase”). The aggregate amount paid by Terrace Lane to the
sellers was $163,579.40 in cash, all of which came from Terrace Lane’s personal
funds. As a result of the Stock Purchase, Terrace Lane now owns
approximately 28.3% of Croff’s issued and outstanding shares (excluding treasury
shares). Concurrent with the Stock Purchase, Croff’s Board of
Directors appointed Terrace Lane’s nominees to vacant positions on the Board of
Directors. Following those appointments, all of Croff’s pre-Stock
Purchase officers and directors resigned from their positions with the
Company. For additional information regarding the departure and
appointment of officers and directors in connection with the Stock Purchase, see
Item 5.02 below.
As a
result of the foregoing, Terrace Lane has taken control of the
Company. Except for the departures and appointments noted above that
took place as part of the Stock Purchase, there were no arrangements or
understandings among members of both the former and new control groups and their
associates with respect to the election of directors or other matters relating
to the change in control of the Company.
Croff was
a shell company prior to the Stock Purchase and remains a shell company after
the Stock Purchase. As a result, other than the changes described
above with respect to (i) the transfer of shares in the Stock Purchase and (ii)
the concurrent officer and director departures and appointments, the information
provided by Croff in its Form 10-K for the fiscal year ended December 31, 2007,
and its Form 10-Q for the fiscal quarter ended March 31, 2008, continues to be
accurate.
Croff
does not know of any arrangements which may, at a subsequent date, result in a
further change in control of Croff.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On June
17, 2008, the following persons resigned from the positions with the Company
indicated next to their names:
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Gerald
L. Jensen
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Director
and Chairman.
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Richard
Mandel
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-
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Director.
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Julian
Jensen
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-
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Director.
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None of
the foregoing persons resigned because of a disagreement with the
Company.
On June
17, 2008, the following persons were appointed to the positions with the Company
indicated next to their names:
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Gregory
R. Woodhill
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Director.
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Michael
Chester
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-
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Director.
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David
S. Hamilton
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-
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Director.
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Mr.
Woodhill, age 33, has been a sales representative and owner of R.W. Smith &
Co., a restaurant equipment, facilities and interior design company
headquartered in San Diego, California, since April 2004. From 1999 to 2004, Mr.
Woodhill served as a director and casting agent for the Thespyants Theatre
Company, a theatre company based in Los Angeles, California. He
received his Bachelor of Arts degree in theatre from the University of
California at San Diego in 1997 and is currently obtaining his Master of Arts in
Counseling Psychology at the University of Santa Monica.
Mr.
Chester, age 29, is the Director of West Coast Promotion for Island Def Jam
(part of the Universal Music Group). He has served in this position
since 2006 and has been responsible for the promotion and marketing of the
label's artists at the top 40 radio format. From 2003-2006, Mr.
Chester served as Director of West Coast Promotion for Atlantic Records, where
he acted in a similar capacity. From 2000 to 2003, he served as a
Local Promotion Manager for Arista Records in both Chicago and New
York.
Mr.
Hamilton, age 52, is an attorney who has practiced law in California since 1980,
maintaining a private practice in Agoura Hills, California, since
1993. Mr. Hamilton specializes in matters involving securities law,
including public and private securities offerings and securities regulation
compliance filings. Mr. Hamilton also practices law in the areas of business and
corporate law involving a variety of industries. He received a
Bachelor of Science degree in biology from the University of California at Los
Angeles in 1977 and is a 1980 graduate of the Loyola University School of
Law.
None of
the newly-appointed directors holds a directorship in (i) any company with a
class of securities registered pursuant to section 12 of the Securities Exchange
Act of 1934 (the “Act”) or subject to the requirements of section 15(d) of the
Act or (ii) any company registered as an investment company under the Investment
Company Act of 1940.
Effective
June 18, 2008, the following officers resigned and were replaced as
follows:
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Gerald
L. Jensen
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Resigned
as Chief Executive Officer and President.
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Alex
Forest
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Resigned
as Secretary.
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Gregory
R. Woodhill
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Appointed
as President, Chief Financial Officer and
Secretary.
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Directors
of the Company continue in office until the next annual meeting of shareholders,
subject to prior resignation or removal. Officers of the Company
serve in their capacities until resignation or removal by the Board of
Directors.
There are
no arrangements or understandings between Mr. Woodhill, Mr. Chester or Mr.
Hamilton and any other person pursuant to which he was appointed to the Board of
Directors or as an officer of Croff, as the case may be. There has
been no transaction since the beginning of Croff’s last fiscal year, and there
is no currently proposed transaction, in which Croff was or is to be a
participant and in which Mr. Woodhill, Mr. Chester or Mr. Hamilton had or will
have a direct or indirect material interest. No material compensatory
plan, contract or arrangement to which Mr. Woodhill, Mr. Chester or Mr. Hamilton
may be a party or in which he may participate (if any) has yet been established
in connection with his appointment as an officer and/or director of
Croff.
There are
no family relationships among any of the newly-appointed officers and
directors.
At this
time, neither Mr. Woodhill, Mr. Chester nor Mr. Hamilton have been appointed to
any committees of Croff’s Board of Directors.
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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CROFF
ENTERPRISES, INC.
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By:
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/s/
GREGORY R. WOODHILL |
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Gregory
R. Woodhill , President
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