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CETG.OB > SEC Filings for CETG.OB > Form 8-K on 18-Dec-2008All Recent SEC Filings

Show all filings for CAPITAL CITY ENERGY GROUP, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CAPITAL CITY ENERGY GROUP, INC.


18-Dec-2008

Completion of Acquisition or Disposition of Assets, Unregistered


Item 2.01 Completion of Acquisition or Disposition of Assets.

In accordance with the Merger Agreement dated December 11, 2008, the Constituent Companies merged with and into CCP such that CCP became the Surviving Company.

In accordance with the Merger Agreement dated December 11, 2008 all of the membership interests will receive the right to receive common stock shares of CCEG in like amounts for their shares of CCP that are currently owned. This will result in an aggregate of Fund XIV and XVI equaling 1,519,097 shares of CCEG common stock.

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Item 3.02. Unregistered Sales of Equity Securities

In connection with the Merger, each share of Capital City Petroleum's issued and outstanding common stock immediately prior to the closing of the Merger (other than shares held by stockholders who are entitled to demand and properly demand appraisal rights under Delaware law) was converted into the right to receive one
(1) share of the Common Stock for each share currently owned in CCP. There were 1,519,097 shares of the Common Stock issued to the former holders of common stock of Capital City Petroleum as of the effective date of the Merger in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act.



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 2.1  Plan and Agreement of Merger - Fund XIV

Exhibit 2.2  Plan and Agreement of Merger - Fund XVI

Exhibit 99.1      Press Release - Fund XIV

Exhibit 99.2      Press Release - Fund XVI

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