UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 19, 2005
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Date of Report (Date of earliest event reported)
PIONEER OIL AND GAS
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(Exact name of Registrant as specified in its charter)
Utah 0-30472 87-0365907
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
1206 W. South Jordan Parkway, Unit B South Jordan, UT 84095
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(Address of principal executive offices) (Zip Code)
(801) 566-3000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 8: Pioneer Oil and Gas (the "Company")is filing this form 8K because of the
press release issued on September 19, 2005. The press release is attached to
this Form 8K as an exhibit.
(c) Exhibits. The following exhibit is furnished pursuant to Item 8 of
Form 8-K:
Press Release: SHAREHOLDERS APPROVE DEREGISTRATION
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.
PIONEER OIL AND GAS Registrant
Date: September 19, 2005 /s/ Don J. Colton
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Don J. Colton
President
September 19, 2005
SHAREHOLDERS APPROVE DEREGISTRATION
South Jordan, Utah --- Pioneer Oil and Gas (OTC Bulletin Board: PIOL) announced
that shareholders at the annual meeting held today approved a 2000-1 reverse
stock split and subsequent repurchase of fractional shares. The Company will pay
$1.50 for each pre-split share purchased. The transactions should reduce the
number of shareholders to less than 300 in order for the Company to deregister
as a fully reporting company as of September 26, 2005, the date of the
repurchase of fractional shares. Shareholders owning 4,732,684 or 58.72 percent
of the Company's total issued and outstanding common stock approved the
proposal. Only 132,804 shares voted against the proposal and 21,810 abstained.
Following the repurchase of shares, the Company will effect a 1-2000 forward
stock split on September 29, 2005.
The Company is deregistering in order to reduce substantial compliance costs
associated with the Sarbanes-Oxley legislation. The Company had previously
announced its intent to do so in a prior news release on May 5, 2005 and the
Company filed a DEF 14A definitive proxy statement with the SEC on July 28,
2005. Shareholders of record as of August 4, 2005 voted at the meeting.
The proposal to elect the Board of Directors nominated by the Company and
ratification of Jones Simkins LLP as auditors passed by 95.96 and 96.61 percent
respectively.