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): April 3, 2020
DORCHESTER MINERALS, L.P.
(Exact name of registrant as specified in its charter)
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Delaware |
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000-50175 |
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81-0551518 |
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(State or other jurisdiction of |
(Commission |
(IRS Employer |
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incorporation) |
File Number) |
Identification No.) |
3838 Oak Lawn, Suite 300, Dallas, Texas 75219
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (214) 559-0300
N/A
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Units Representing Limited |
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Partnership Interest |
DMLP |
NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
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Item 7.01 |
Regulation FD Disclosure. |
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On April 3, 2020, the Registrant announced that due to the emerging public health impact of the COVID-19 (Coronavirus) pandemic, it has changed the date and time of its 2020 Annual Meeting of Limited Partners (the “2020 Annual Meeting”) to 2:00 p.m. Central Time on Monday, May 18, 2020. The Registrant also announced that it has changed the venue of the 2020 Annual Meeting to a virtual meeting to be held via webcast at www.virtualshareholdermeeting.com/DMLP2020. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Limitation on Incorporation by Reference:
In accordance with general instructions B.2 and B.6 of Form 8-K, the information disclosed in this report under Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended. |
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) Exhibits |
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Exhibit No. |
Description |
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99.1 |
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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, thereunto duly authorized.
DORCHESTER MINERALS, L.P.
Registrant
by Dorchester Minerals Management LP
its General Partner,
by Dorchester Minerals Management GP LLC
its General Partner
Date: April 3, 2020
By: /s/ William Casey McManemin
William Casey McManemin
EXHIBIT 99.1
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NEWS RELEASE |
Dorchester Minerals, L.P. |
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Release Date: |
April 3, 2020 |
3838 Oak Lawn Ave., Suite 300 |
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Dallas, Texas 75219-4541 |
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Contact: |
Martye Miller |
(214) 559-0300 |
Dorchester Minerals, L.P. Announces Change of Date and Time of Annual Meeting of Limited Partners
and Change to Virtual Format
DALLAS, April 3, 2020 (GLOBE NEWSWIRE) — Dorchester Minerals, L.P. (NASDAQ:DMLP) (the “Partnership”) announced today that, due to the emerging public health impact of the COVID-19 (Coronavirus) pandemic, the date, time and location and format of its 2020 Annual Meeting of Limited Partners (the “2020 Annual Meeting”) has been changed to 2:00 p.m. Central Time on Monday, May 18, 2020, and from an in-person meeting to a virtual meeting. Unitholders may not attend the meeting in person.
On April 2, 2020, the Partnership’s Board of Managers (the “Board”) approved the change to the date, time, location and format of the 2020 Annual Meeting in support of the health and well-being of the Partnership’s employees, unitholders and other associates, as well as the related protocols that have been or may be imposed by federal, state and local governments.
Unitholders of record at the close of business on March 19, 2020 will be able to access the 2020 Annual Meeting webcast at www.virtualshareholdermeeting.com/DMLP2020. Unitholders who attend the virtual meeting with their 16-digit control number as identified on their proxy card or their voting instruction form, will have the same rights and opportunities to participate as they would at an in-person meeting. Unitholders issued a voting instruction form that does not contain a 16-digit control number will still be able to attend the 2020 Annual Meeting as a “guest” and listen to the proceedings but must contact their brokerage firm, bank, or other financial institution for instructions on how to vote at the 2020 Annual Meeting. All Unitholders may continue to cast their votes for the 2020 Annual Meeting at www.proxyvote.com until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date and in accordance with the instructions in the Partnership’s proxy materials. Registered Unitholders may also submit questions for the 2020 Annual Meeting at annualmeeting2020@dmlp.net until 11:59 p.m. Eastern Time five days prior to the date of the 2020 Annual Meeting.
To access the Partnership’s updated Notice of Annual Meeting of Limited Partners, as filed with the Securities in Exchange Commission on the date hereof, and Proxy Statement, as filed with the Securities and Exchange Commission on February 27, 2020, please visit the Partnership’s website at www.dmlp.net under the Annual Meeting Presentations and Proxy Material heading.
Dorchester Minerals, L.P. is a Dallas based owner of producing and non-producing crude oil and natural gas mineral, royalty, overriding royalty, net profits, and leasehold interests in 27 states. Its common units trade on the NASDAQ Global Select Market under the symbol DMLP.
FORWARD-LOOKING STATEMENTS
Portions of this document may constitute "forward-looking statements" as defined by federal law. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Examples of such uncertainties and risk factors include, but are not limited to, changes in the price or demand for oil and natural gas, changes in the operations on or development of the Partnership’s properties, changes in economic and industry conditions and changes in regulatory requirements (including changes in environmental requirements) and the Partnership’s financial position, business strategy and other plans and objectives for future operations. These and other factors are set forth in the Partnership's filings with the Securities and Exchange Commission.