**
 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

 

**FORM 10-K/A**

 

 

**(Mark One)**
****☒********
**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2019**

**Or**

 
****☐********
**TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the Transition PeriodFrom                     to                     .**

**is Commission File Number 0-7406**

 

 

**PrimeEnergy Resources Corporation**

**(Exact name of registrant as specified in its charter)**

 

 

 
**Delaware** **84-0637348**
**(state or other jurisdiction of**

**incorporation or organization)**
 
**(I.R.S. Employer**

**Identification No.)**
**9821 Katy Freeway, Houston, Texas** **77024****(Address of principal executive offices)** **(Zip Code)**
**Registrant’s telephone number, including area code:(713) 735-0000**

**Securities registered pursuant to Section 12(b) of theAct: None**

**Securities registered pursuant to Section 12(g) of the Act:**

**Common Stock, par value $.10 per share**

**(Title of Class)**

 

 

Indicate bycheck mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No   ☒ 

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct.    Yes  ☐    No   ☒ 

Indicate whether Registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐ 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto submit and post such files).    Yes  ☒    No  ☐ 

Indicate bycheck mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

 
Large Accelerated Filer ☐  Accelerated Filer ☐Non-Accelerated Filer ☐  Smaller Reporting Company ☒   Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).    Yes  ☐    No  ☒ 

The aggregate market value ofthe voting stock of the Registrant held by non-affiliates, computed by reference to the average bid and asked price of such common equity as of the last business day of the Registrant’s most recentlycompleted second fiscal quarter, was $117,679,627. 

The number of shares outstanding of each class of the Registrant’s Common Stockas of April 30, 2020 was 1,994,177 Common Stock, $0.10 par value 

 

 

 
**

**EXPLANATORY NOTE**

PrimeEnergy Resources Corporation (“the Company”), is filing this amendment (“the amendment”) to its Annual Report on Form 10-K filed on May 6, 2020 (“the original Form 10-K), solely to disclose that the Company filed the Original Form 10-K afterthe March 30, 2020 deadline applicable to the Company for the filing of a Form 10-K in reliance on the 45-day extension provided by an order issued by theSecurities and Exchange Commission (the “SEC”) pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (Release Nos. 34-88318 dated March 4,2020 and Release Nos. 34-88465 dated March 25, 2020) (the “Order”). 

On March 27, 2020, theCompany filed a Current Report on Form 8-K to indicate its intention to rely on the Order for such extension. Consistent with the Company’s statements made in the Form8-K, the Company was unable to file the Original Form 10-K prior to the prescribed March 30, 2020 filing date because the Company’s operations and businesshave experienced significant disruptions due to the new coronavirus (“COVID-19”) pandemic. The Company relied on the Order because the outbreak of the COVID-19novel coronavirus caused a delay in the Company’s ability to consolidate and analyze its financial statements for the preparation of its Annual Report on Form 10-K. The sudden mandated closing of schoolsin the state of Texas as well as employees with health concerns resulted in an unplanned disruption of personnel available to finalize the Original Form 10-K by the prescribed filing date. 

As required by Rule 12b-15 under the Exchange Act, the Company is including in this Amendment certifications from itsPrincipal Executive Officer and Principal Financial Officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act as exhibits to this Amendment. Because nofinancial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of thecertifications have been omitted. We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment. 

Except as described above, this Amendment does not modify or update disclosures in, or exhibits to, the Original Form10-K. Furthermore, this Amendment does not change any previously reported financial results, nor does it reflect events occurring after the filing of the Original Form10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s filings with the SEC subsequent to the filing of theOriginal Form 10-K.

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned, thereunto duly authorized. 

 
  **PRIMEENERGY RESOURCES CORPORATION**Dated: May 12, 2020  By: 
Charles E. Drimal, Jr.
   Charles E. Drimal, Jr.   Chairman, President

**Part IV.**

**Item 15 (b). Exhibits**

Thefollowing exhibits are filed as a part of this report: 

 
**Exhibit No.**   31.1  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.