Current Report Filing (8-k)
2019年7月23日 - 7:01PM
Edgar (US Regulatory)
UNITED
STATES
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):
July 8, 2019
TWO
RIVERS WATER & FARMING COMPANY
(Exact
Name of Registrant as Specified in its Charter)
Colorado
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000-51139
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13-4228144
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(State
or Other
Jurisdiction
of Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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302
S Parker Road, Suite 140
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Aurora,
Colorado
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80014
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(303) 222-1000
Not
Applicable
(Former
Name or Former Address, If Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934: Emerging growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01
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Entry
into a Material Definitive Agreement.
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On
July 8, 2019, we entered into an agreement and stipulation, which we refer to below as the settlement, with the State of Colorado,
or the State, among others, pursuant to which we agreed to settle claims related to demolition and access work performed by the
State with respect to Cucharas #5 Dam and Reservoir, or the Dam.
Under
the settlement, we are obligated to pay an aggregate of $922,427, comprised of the following:
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(a)
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$85,500
in penalties payable to Huerfano County, Colorado pursuant to an order granted in October 2018 by the District Court for Huerfano
County;
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(b)
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$100,000
as a civil penalty payable to Huerfano County for failure to comply with an April 2016 consent decree requiring razing of
the Dam;
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(c)
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$686,927
payable to the Colorado Division of Water Resources for costs incurred in deconstructing the Dam; and
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(d)
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$50,000
in punitive sanctions to the Clerk of the Division 2 Water Court.
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The
amounts payable as described in clauses (a) through (c) bear interest at interest rates of 5% to 8%. The amount payable as described
in clause (d) does not bear interest. The aggregate amount is payable in 36 monthly installments, commencing July 1, 2019. The
initial payment of $27,432 due July 1, 2019 has been paid.
As
initially disclosed in our quarterly report on Form 10-Q for the quarterly period ended September 30, 2018, we recorded a contingent
liability of $1,800,000 in the third quarter of 2018 for estimated expense in connection with the State’s legal action to
compel us to demolish the Dam. As the result of the settlement, we expect to recognize in our consolidated financial statements
for the third quarter of 2019 a reduction of this contingent liability to approximately $900,000 and a reduction of accounts payable
of approximately $50,000.
SIGNATURE
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.
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TWO
RIVERS WATER & FARMING COMPANY
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By:
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/s/
Wayne
Harding
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Wayne
Harding
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Chief
Executive Officer
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Dated:
July 22, 2019
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