UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Amendment No. 2
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 30, 2004
REGENCY AFFILIATES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-7949 72-0888772
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
610 N.E. Jensen Beach Blvd.
Jensen Beach, Florida 34957
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(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (772) 334-8181
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On May 11, 2004, Regency Affiliates, Inc. (the "Company"), filed a Form 8-K (the
"Form 8-K") under Item 2 thereto reporting that it had, on April 30, 2004,
through a newly-formed, wholly-owned subsidiary called Regency Power
Corporation, a Delaware corporation, acquired a 50% membership interest in MESC
Capital, LLC, a Delaware limited liability company ("MESC"), from DTE Mobile,
LLC, pursuant to an Assignment and Assumption Agreement dated as of April 30,
2004.
On July 16, 2004, the Company filed Amendment No. 1 to the Form 8-K ("Amendment
No. 1") reporting that the financial statements and pro forma financial
information required by Item 7 of Form 8-K were not available to the Company and
accordingly were not being filed with Amendment No. 1.
The Form 8-K as amended by Amendment No. 1 is hereby further amended as follows:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
In accordance with General Instruction C of Form 8-K, the Company, as a "small
business issuer" as defined in Rule 12b-2 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), is not required to file the financial
statements and pro forma financial information required by Item 7 of Form 8-K,
but in lieu thereof must provide the information required by Item 310 (c) and
(d) of Regulation S-B, if applicable.
The Company believes that the information required by Item 310(c) and (d) of
Regulation S-B is not applicable to the acquisition of the MESC membership
interest, and accordingly no such information is being filed herewith. The
Company's belief is based on its conclusion that, as a result of the Chapter 11
restructuring of Mobile Energy Services Company, LLC (which is an operating
company wholly-owned by MESC) and related matters, there is not sufficient
continuity of operations of Mobile Energy prior to and after the MESC
transaction such that disclosure of prior financial information is material to
an understanding of future operations. The results of MESC's operations since
the date of the Company's investment will be reviewed on a quarterly basis and
audited on an annual basis by MESC's auditors. Such results will be included in
future financial statements filed by the Company.
Based on the foregoing, the Company believes that it presently is, and at all
relevant times has been, timely and current in its reporting obligations
pursuant to the Exchange Act. The Company has not sought the concurrence of the
Securities and Exchange Commission with respect to the matters described herein.
In the event that the Securities and Exchange Commission did not concur with the
Company, absent a waiver or other relief, the Company would not be considered
timely and current in its reporting obligations under the Exchange Act until the
relevant or other acceptable financial information was filed.
(c) Exhibits.
2.1 Assignment and Assumption Agreement, dated as of April 30, 2004,
between DTE Mobile, LLC and Regency Power Corporation (incorporated
by reference from the Company's Current Report on 8-K filed on May
11, 2004).
2.2 Membership Interest Purchase Agreement, dated as of January 30,
2004, between MESC Capital, LLC and Mobile Energy Services Holdings,
Inc. (incorporated by reference from the Company's Current Report on
8-K filed on May 11, 2004).
99.1 Press Release dated May 10, 2004 (incorporated by reference from the
Company's Current Report on 8-K filed on May 11, 2004).
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Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REGENCY AFFILIATES, INC.
By: /s/ Laurence S. Levy
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Name: Laurence S. Levy
Title: President
Dated: August 13, 2004
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