- Current report filing (8-K)
February 08 2012 - 5:17PM
Edgar (US Regulatory)
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):
February
8, 2012 (February 2, 2012)
Tri-Valley
Corporation
(Exact
name of registrant as specified in its charter)
Delaware
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001-31852
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94-1585250
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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4927 Calloway Drive
Bakersfield, California 93312
(Address
of principal executive office)
Issuer's telephone number:
661-864-0500
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))
Item 8.01 Other Events.
On February 2, 2012, Tri-Valley Corporation (the “Company”) and TVC OPUS
1 Drilling Program, L.P. (“Opus”), of which the Company is the managing
partner, each received a subpoena issued by the staff of the Securities
and Exchange Commission (“SEC”) seeking documents and data for the
period from January 1, 2002 to the present, relating to their financial
condition, results of operations, transactions, activities, business,
and offer and sale of securities of the Company and Opus. The SEC staff
is conducting a non-public fact-finding inquiry into possible violations
of the federal securities laws, and this investigation does not
represent a conclusion by the staff that there have been any violations
of the federal securities laws nor whether the staff would conclude that
any enforcement action is appropriate. The Company is cooperating with
the staff's request and is in the process of responding to the
subpoena. The Company has consulted with the independent special
committee of Opus partners on this matter. The Company is unable to
predict what action, if any, might be taken in the future by the SEC or
its staff as a result of the matters that are the subject of these
subpoenas or what impact, if any, the cost of responding to this staff
inquiry might have on the Company’s consolidated financial position,
results of operations, or cash flows.
The Company’s cooperation with the SEC in its inquiry is consistent with
the Company’s decision to address and resolve various legacy issues of
the Company and Opus. The Company continues to evaluate and intends to
pursue claims against those responsible for such issues where it is
cost-effective to do so. The Company continues to work cooperatively
with the Opus special committee, established by the Company for the
purpose of resolving those issues arising from the prior management and
operation of Opus and its drilling program activities. Once finalized,
the Opus settlement and restructuring transaction will be put to a vote
by the Opus investors in accordance with the Opus partnership
agreement.
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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TRI-VALLEY CORPORATION
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Date:
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February 8, 2012
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/s/ Maston N. Cunningham
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Maston N. Cunningham, President and Chief Executive Officer
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