UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

~~Pursuant to~~PURSUANT ~~Section~~ TO SECTION 13 OR 15(dD)

ofOF ~~The~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of ~~Report~~report (Date of earliest event reported): ~~Not~~February 16, ~~Applicable~~2018

~~HARVEST~~Harvest ~~NATURAL~~Natural ~~RESOURCES~~Resources, ~~INC~~Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

DELAWARE		1-10762		77-0196707
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Delaware

~~5956~~(State ~~Sherry~~or ~~Lane,~~Other ~~Suite~~Jurisdiction ~~1000~~of Incorporation)

Dallas, Texas 75225


1-10762		77-0196707
(Commission File Number)		(IRS Employer Identification No.)

(Address of principal executive offices) (Zip Code)

5956 Sherry Lane, Suite 1000

Dallas, Texas

75225

(Address of Principal Executive Offices)

(Zip Code)

(214) 451-6909

(Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code)

~~11111~~11111Katy ~~Katy~~ Fwy, Suite 900

Houston, Texas

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~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. ☐

Item 8.01

Other Events.

~~Background.~~Venezuelan ~~Harvest~~Lawsuit: Natural Resources, Inc. (“Harvest”), dissolved on May 4, 2017, following the authorization by its stockholders to do so at a special meeting held on February 23, 2017. Also on May 4, 2017, Harvest paid a cash dividend of $5.75 per share to its stockholders of record as of April 24, 2017. Upon dissolution, Harvest’s stock ceased to trade, and Harvest exists solely for the purpose of winding up it affairs in accordance with the laws of Delaware, Harvest’s jurisdiction of incorporation.

~~SEC~~On ~~Reporting Status.~~February ~~At a meeting held on August 28~~16, ~~2017~~2018, Harvest’s ~~board~~Natural ~~of directors determined that it was no longer in the best interests of Harvest and its stockholders to continue filing most of its annual~~Resources, ~~quarterly~~Inc. ~~and current reports with the Securities and Exchange Commission~~ (~~the~~ “~~SEC~~Harvest”). Infiled ~~making~~a ~~this~~complaint ~~decision~~against ~~the~~seven ~~board~~defendants ~~considered~~in ~~that Harvest (i) has ceased operating as an ongoing oil and gas business; (ii) has no assets other than cash; (iii) was expected to have no employees by~~ the ~~end~~US ofDistrict ~~September~~court 2017; (iv) has no permanent headquarters; (v) has terminated the listing of its common stock on the New York Stock Exchange; (vi) has closed its stock ledger and transfer records so that no trading in its common stock can occur; and (vii) generally exists only for the ~~purpose of winding up its affairs in~~ ~~accordance~~Southern ~~with~~District ~~the requirements~~ of ~~the~~Texas, ~~Delaware~~Houston ~~General Corporation Law (the “DGCL”)~~Division. On ~~The~~February 23, ~~board~~2018, ofHarvest ~~directors~~filed ~~also~~an ~~considered~~amendment ~~that~~to the ~~cost~~complaint ~~of continuing~~ to ~~file~~add ~~its~~four ~~SEC reports (estimated to be~~ more ~~than~~defendants. The $7defendants ~~million~~are ~~over~~Juan ~~the~~Jose ~~next~~Garcia Mendoza, ~~three years)~~Petro ~~significantly~~Consultores ~~exceeds any benefits that might be derived by stockholders from the filing of those reports~~S.C., ~~and~~Petro ~~eliminating those costs would be in the best interests of Harvest’s stockholders to maximize the amount of any liquidating~~Consultores ~~distributions~~International ~~that~~Trading ~~may~~Company, beInc., ~~made~~Petroconsultores to(Barbados) ~~them in the future~~Ltd., ~~The~~Petroconsultores, ~~decision was informed by advice from legal counsel and oral advice from the SEC’s staff~~Inc., ~~Harvest~~Azure ~~will~~406 ~~continue~~LLC, ~~filing~~Azure ~~current~~904 ~~reports~~LLC, onSelle ~~Form~~LLC, ~~8-K~~Rafael ~~with~~Dario ~~the~~Ramirez ~~SEC~~Carreno, ~~from~~Eulogio ~~time~~Antonio toDel ~~time~~Pino ~~to report~~Diaz, onand ~~any~~Jose ~~significant~~Angel ~~developments~~Gonzalez ~~relating to Harvest’s winding up~~Acosta.

~~Changes~~The complaint states that Harvest was unable to sell its Venezuelan assets in ~~Board~~two ~~Composition~~different transactions. In ~~Also~~the atfirst ~~its~~transaction, ~~meeting~~Harvest ~~held~~agreed onto ~~August 28~~sell its Venezuelan assets to PT Pertamina, ~~2017~~a state-owned Indonesian company, for $725 million. The transaction was described in Harvest’s ~~board~~Current ofReport ~~directors~~on ~~determined~~Form ~~that~~8-K filed with the ~~number~~US ofSecurities and ~~directors~~Exchange ~~should~~Commission be(“the ~~reduced~~SEC”) ~~from~~on ~~five~~June 21, 2012. The transaction was terminated on February 19, 2013. In the second transaction, Harvest agreed to ~~three~~sell its Venezuelan assets to Petroandina Resources Corporation N.V., a Netherlands company, in ~~view~~two stages for a total of $400 million. The second transaction was described in Harvest’s ~~dissolution~~Current ~~status.~~Report ~~Robert~~on E.Form ~~Irelan~~8-K ~~and~~filed ~~Edgard~~with ~~Leal~~the ~~voluntarily~~SEC ~~resigned~~on ~~as directors.~~December 20, ~~Stephen D~~2013. The ~~Chesebro’,~~first-stage ~~James~~Petroandina A.closing ~~Edmiston~~occurred on December 16, ~~and~~2013, ~~Patrick~~when M.Harvest ~~Murray~~sold ~~will~~approximately ~~continue~~36% of its Venezuelan assets to ~~serve~~Petroandina asfor ~~directors~~$125 million. The ~~board~~second ~~also~~closing ~~reduced~~- for the ~~annual~~remaining ~~compensation~~64% of ~~directors~~the ~~from~~Venezuelan assets for $80275 million - never occurred,~~000~~ toand ~~$50~~the second-stage transaction was terminated on January 1,~~000~~ 2015.

~~Engagement~~Both ofthe ~~Agent.~~Pertamina ~~Harvest~~transaction ~~has~~and ~~engaged~~the second-stage ~~Harva~~Petroandina ~~Dockery~~transaction were subject to ~~act~~receipt asof ~~its~~consent ~~agent~~by ~~during~~Venezuela’s ~~the~~Ministerio ~~remainder~~del ofPoder ~~the~~Popular ~~three-year~~de ~~winding-up~~Petroleo ~~period~~y ~~mandated~~Mineria. In byeach ~~the DGCL~~case, no consent was given. The ~~All~~complaint ~~communications~~alleges tothat consent was withheld in both transactions because Harvest ~~should~~and beits ~~made~~agreed buyers refused to Mspay bribes solicited by the defendants. ~~Dockery~~As ata result, the ~~address~~transactions ~~set~~had ~~forth~~to ~~below~~be terminated and Harvest incurred losses.

~~New~~In ~~Temporary~~a ~~Office~~third ~~Location~~transaction, ~~and~~Harvest ~~Contact Information.~~was ~~Harvest~~finally ~~closed~~able to sell its ~~temporary~~Venezuelan ~~Houston~~assets ~~office~~under onan ~~September 29,~~agreement ~~2017.~~with ~~Harvest’s~~CT ~~new~~Energy ~~temporary~~Holding ~~offices~~SRL, ~~are~~a ~~located~~Barbados company, for a consideration valued at ~~5956~~approximately ~~Sherry~~$130 million, ~~Lane~~including cash, ~~Suite~~a ~~1000~~promissory note, ~~Dallas~~cancellation of debt, ~~Texas~~and ~~75225.~~termination ~~Its~~of ~~office~~outstanding ~~telephone~~common ~~number~~stock isand ~~214 451 6909. All~~warrants ~~communications~~held ~~should~~by bethe ~~addressed~~buyer. The tothird ~~Harva~~transaction ~~Dockery,~~was ~~Agent,~~described in Harvest’s Current ~~Natural~~Report ~~Resources,~~on ~~Inc.,~~Form at8-K ~~this~~filed ~~address.~~with ~~Ms. Dockery’s~~the ~~email~~SEC ~~address~~on isJune 29, ~~hdockery@harvestnr~~2016.~~com.~~

~~Termination~~The complaint alleges violations of ~~Officers~~the Racketeer Influenced and ~~Employees.~~Corrupt ~~Effective~~Organizations ~~September 29~~Act, ~~2017~~the Sherman Act, ~~James~~the A.Robinson-Patman ~~Edmiston~~Act, ~~ceased~~and tothe ~~be Harvest’s~~Texas ~~President~~Free Enterprise and ~~Chief~~Antitrust ~~Executive~~Act. Harvest ~~Officer;~~seeks ~~Stephen~~compensation C.for ~~Haynes~~harm ~~ceased~~suffered tofrom bedefendants’ pattern of wrongful behavior and loss of rights that Harvest’s ~~Vice~~otherwise ~~President,~~would ~~Finance,~~have ~~Chief~~been ~~Financial~~able ~~Officer,~~to ~~and~~obtain ~~Treasurer;~~in a fair and ~~Keith~~competitive L.market ~~Head~~untainted ~~ceased~~by tobribery. In bethe complaint, Harvest’s ~~Vice~~asks ~~President,~~for ~~General~~recovery ~~Counsel,~~of ~~and Treasurer.~~actual ~~Also~~damages onof ~~September~~approximately $470 29million, ~~2017~~treble damages, costs associated with the ~~employment~~lawsuit ofand ~~all~~any ~~remaining~~other ~~employees~~relief ofto which Harvest ~~terminated~~may be entitled.

~~Newfield~~IRS ~~Lawsuit.~~Form ~~The~~1099 ~~trial~~Regarding ~~of Harvest’s lawsuit against Newfield Production Company was held September~~May ~~11 through 25~~4, 2017. Post-trial briefs are expected to be filed by the end of October 2017. Harvest cannot predict when the final ruling will be rendered by the judge in the case. For background information on this lawsuit, ~~see~~Liquidating ~~note 7 to the financial statements included in Harvest’s Quarterly Report on form 10-Q for the quarter ended June 30, 2017.~~ Distribution:

~~Dissolution~~On ~~Proceedings.~~May 4, 2017, Harvest ~~continues~~paid toa ~~conduct~~liquidating ~~its~~distribution ~~liquidation~~of ~~and~~$5.75 ~~winding~~per upshare ~~procedures~~to inits ~~accordance~~record ~~with~~owners ~~the~~on ~~DGCL.~~April 24, 2017. Harvest’s ~~board~~has ~~may~~reported ~~consider~~that ~~declaring~~this ~~post-dissolution~~distribution should be characterized as a liquidating ~~distributions~~distribution ~~from~~(box ~~time~~8) toand ~~time,~~not ~~but~~an itordinary dividend (box 1a) on each Form 1099-DIV reporting the payment. Each distribution recipient is responsible ~~not~~(1) for ~~expected~~assuring that any ~~such~~Form ~~declaration~~1099-DIV ~~will~~received beis ~~made~~accurate ~~during~~and ~~2017,~~(2) for ~~and~~consulting ~~there~~with ~~can~~the berecipient’s noown ~~assurances~~tax ~~that~~advisor ~~there~~as ~~will~~to behow ~~any~~the ~~such~~distribution ~~distributions~~should atbe ~~all~~reported.

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.

HARVEST NATURAL RESOURCES, INC.

Dated: October 5, 2017

/s/ Harva Dockery

/s/ Harva Dockery

Harva Dockery

Date: March 2, 2018

Harva Dockery Agent

Filing Compare · HARVEST NATURAL RESOURCES, INC.