Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
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 14, 2005
TETON
PETROLEUM COMPANY
(Exact
name of registrant as specified in its charter)
|
Delaware |
001-31679 |
84-1482290 |
|
(State
of incorporation) |
(Commission
File No.) |
(IRS
Employer
Identification
No.) |
1600
Broadway, Suite 2400
Denver,
CO 80202-4921
(Address
of principal executive offices, including zip code)
(303)
542-1878
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K/A filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Explanatory
Note
On April
19, 2005, Teton Petroleum Company (“we” or the “company”) filed a Current Report
on Form 8-K under Item 2.01 to report the closing of the acquisition of certain
acreage by the Company. That Form 8-K omitted certain information pursuant to a
request for confidential treatment filed with the Securities and Exchange
Commission. The request for confidential treatment cited, among other reasons,
the need for the Company to acquire additional acreage adjacent to the acquired
acreage and other potential competitive threats that could result from premature
disclosure. This
Current Report on Form 8-K/A is being filed by the Company to amend the initial
report on Form 8-K in order to provide the previously omitted information from
Item 2.01.
Item
2.01 Completion
of an Acquisition or Disposition of Assets.
On April
14, 2005, Teton Petroleum Company (“we” or the “company”), pursuant to a
purchase and sale agreement previously executed with ATEC Energy Ventures, LLC
and Apollo Energy, LLC (“ATEC/Apollo”), purchased leasehold interests (together
with the oil and gas wells and wellbores located on the properties) covering
123,035 acres in the Eastern Denver Julesburg Basin. The properties purchased by
us in this transaction carry a net revenue interest of approximately 82.3%. We
expect to purchase approximately 57,000 additional acres in two separate
tranches by the end of May and June 2005, respectively.
The
Agreement also establishes an Area of Mutual Interest (“AMI”) for certain
properties surrounding the acquired properties. If additional leases are
acquired in the AMI, ATEC/Apollo will be permitted to reserve or will be granted
a certain overriding royalty interest in such additional leases.
The
purchase price for the acreage was $ 1,968,555 in cash, the issuance of 281,223
unregistered shares of our common stock, and the issuance of warrants to
purchase 140,611 shares of our common stock, exercisable for a period of three
years at an exercise price of $1.75 per share. The cash paid for the initial
acreage tranche was $1,621,201, which amount is net of the previously paid
earnest money of $322,354 and the $25,000, which was paid in respect of the
initial option. The definitive purchase and sale agreement executed on January
10, 2005, also provided that in the event that the total acres with acceptable
title and environmental conditions is less than 138,063 acres, we had the right
to terminate the agreement. We elected to waive this right as we believe, among
other things, that we will eventually purchase in excess of this minimum acreage
once routine title curative work is completed.
We also
entered into a registration rights agreement with ATEC/Apollo whereby we granted
ATEC/Apollo certain registration rights in connection with the shares of our
common stock and shares underlying the warrants issued as part of the purchase
price.
Item
3.02 Unregistered
Sales of Equity Securities.
As part
of the consideration for the purchase of 123,035 acres, on April 14, 2005, we
issued to ATEC/Apollo 281,223 unregistered shares of our common stock and
warrants to purchase an additional 140,611 shares of common stock at an exercise
price of $1.75 per share, exercisable for a period of three years. This
transaction was not registered under the Securities Act of 1933, as amended (the
“Act”) in reliance on an exemption from registration under Section 4(2) of the
Act based on the limited number of purchasers, their sophistication in financial
matters, and their access to information concerning the company.
Item
9.01 Financial
Statements and Exhibits.
(c)
Exhibits.
|
Exhibit
No. |
Description |
| |
|
|
99.1 |
Press
Release dated May 6, 2005. |
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.
| |
|
|
| |
TETON PETROLEUM
COMPANY |
|
|
|
| Dated: May 6, 2005 |
By: |
/s/ Karl F.
Arleth |
| |
Karl
F. Arleth, Chief Executive Officer and
President |
| |
Title |
INDEX
TO EXHIBITS
|
Exhibit
No. |
Exhibit |
| |
|
|
99.1 |
Press
Release of Teton Petroleum Company dated May 6,
2005. |