UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 000-18774
SPINDLETOP OIL & GAS CO.
(Exact name of registrant as specified in its charter)
Texas | 75-2063001 |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
12850 Spurling Rd., Suite 200, Dallas, TX | 75230 |
(Address of principal executive offices) | (Zip Code) |
(972) 644-2581 | |
(Registrant's telephone number, including area code) | |
Securities registered pursuant to Section 12(b) of the Act: | |
Title of each Class | Name of each exchange on which registered |
None | N/A |
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [ X ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding twelve months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]
Indicate by check mark whether the 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 Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§293.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. [ X ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer [ ] | Accelerated Filer [ ] |
Non-accelerated filer [ ] | Smaller reporting company [ X ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes [ ] No [ X ]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
$3,573,255 based upon a total of 1,035,726 shares held as of June 30, 2013 by persons believed to be non-affiliates of the Registrant; the basis of the calculation does not constitute a determination by the Registrant as defined in Rule 405 of the Securities Act of 1933, as amended, that such calculation, if made as of a date within 60 days of this filing, would yield a different value.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the issuer's classes of common, as of the latest practicable date.
Common Stock, $0.01 par value | 6,936,269 |
(Class) | (Outstanding at April 15, 2014) |
DOCUMENTS INCORPORATED BY REFERENCE
None
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ITEMS AMENDED HEREBY
As used in this amended report, the “Company” or “Us” or “We” or “Our” refer to SPINDLETOP OIL & GAS CO., a Texas corporation, unless the context otherwise requires.
EXPLANATORY NOTE
The purpose of this Amendment (the “Amendment”) to our Form 10-K for the Annual Period Ended December 31, 2013 (the “Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2014, is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
This Amendment makes no other changes to the Form 10-K as filed with the SEC on April 15, 2014 and no attempt has been made in this Amendment to modify or update the other disclosures presented in the Form 10-K.
This Amendment does not reflect subsequent events occurring after the original filing of the Form 10-K (i.e., those events occurring after April 15, 2014) or modify or update in any way those disclosures that may be affected by subsequent events.
Accordingly, this Amendment should be read in conjunction with the Form 10-K and our other filings with the SEC.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(3) EXHIBITS: The following documents are filed as exhibits (or are incorporated by reference as indicated) into Report: | ||
Exhibit Designation |
Exhibit Description | |
3.1 | Articles of Incorporation of Spindletop Oil & Gas Co. (previously filed with our General Form for Registration of Securities on Form 10, filed with the Commission on August 14, 1990) | |
3.2 | Bylaws of Spindletop Oil & Gas Co. (previously filed with our General Form for Registration of Securities on Form 10, filed with the Commission on August 14, 1990) | |
14 | Code of Ethics for Senior Financial Officers (Incorporated by reference to Exhibit 14 to the registrant's annual report Form 10-K for the fiscal year ended December 31, 2005) | |
21 | Subsidiaries of the Registrant | |
31.1 | Rule 13a-14(a) Certification of Chief Executive Officer (1) | |
31.2 | Rule 13a-14(a) Certification of Chief Financial Officer (1) | |
32. | Officers' Section 1350 Certifications (1) | |
101.INS | XBRL Instance Document. (2) | |
101.SCH | XBRL Taxonomy Extension Schema Document. (2) | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. (2) | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. (2) | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document. (2) | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. (2) | |
(1) These exhibits were previously included in the Registrant’s Form 10-K for the Annual Period ended December 31, 2013, filed with the SEC on April 15, 2013. | ||
(2) Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibits 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. | ||
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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 been signed in its behalf by the undersigned, thereunto duly authorized. | |||
SPINDLETOP OIL & GAS CO. | |||
Date: May 1, 2014 | |||
By:/s/ Chris G. Mazzini | |||
Chris G. Mazzini | |||
President, Principal Executive Officer | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following on behalf of the Registrant and in the capacities and on the dates indicated. | |||
Signatures | |||
Principal Executive Officers | Capacity | Date | |
/s/ Chris Mazzini | |||
President, Director | May 1, 2014 | ||
Chris Mazzini | (Chief Executive Officer | ||
/s/ Michelle Mazzini | |||
Vice President, Secretary, | May 1, 2014 | ||
Michelle Mazzini | Treasurer, Director | ||
/s/ Ted R. Munselle | |||
Director | May 1, 2014 | ||
Ted R. Munselle | |||
/s/ Robert E. Corbin | Controller (Principal Financial | May 1, 2014 | |
and Accounting Officer) | |||
Robert E. Corbin |
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