As filed with the Securities and Exchange Commission on September 17, 2004
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):
SEPTEMBER 14, 2004
TRI-VALLEY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-6119 84-0617433
(State or other jurisdiction of incorporation or organization)
(Commission File Number) (IRS Employer Identification No.)
5555 BUSINESS PARK SOUTH
SUITE 200
BAKERSFIELD, CALIFORNIA
(Address of principal executive office)
Issuer's telephone number: (661) 864-0500
SECTION 3 - SECURITIES AND TRADING MARKETS
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ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On September 14, 2004, Tri-Valley Corporation sold 3,425 shares of its common
stock to one individual purchaser for $13,871 or $4.05 per share, which was the
closing price of the company's stock on the American Stock Exchange on the date
of sale. The sale was made in a privately negotiated transaction in reliance on
the exemption from the registration requirements of the Securities Act of 1933
(the "Act") contained in Section 4(2) of the Act.
On July 9 and August 10, 2004,*, the company made two sales of common stock to a
single individual, also in privately negotiated transactions in reliance on the
exemption from registration requirements contained in Section 4(2) of the Act.
On July 9, the company sold 300,000 shares of common stock at $4.02 per share
(total consideration $1,206,000), and on August 10, the company sold 200,000
shares of common stock at $4.01 per share (total consideration $802,000). In
each case, the price per share was equal to the closing market price of the
company's stock on the American Stock Exchange on the date of sale.
* These two sales were completed prior to the effective date of the amendments
to Form 8-K which adopted Item 3.02.
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.
TRI-VALLEY CORPORATION
Date: September 17, 2004
F. Lynn Blystone, President and Chief Executive Officer
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