Credo Petroleum Corp - Current report filing (8-K)
June 05 2008 - 6:01AM
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):
June 3,
2008
CREDO
Petroleum Corporation
(Exact name of registrant as specified in its
charter)
Colorado
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0-8877
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84-0772991
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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1801 Broadway, Suite 900
Denver, Colorado
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80202
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area
code:
(303) 297-2200
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):
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
(17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 1.01.
Entry into a Material Definitive Agreement
Company Stock Purchase Agreement
On June 3, 2008, CREDO Petroleum
Corporation, a Colorado corporation (the Company), entered into a Company
Stock Purchase Agreement (the Purchase Agreement) with RCH Energy Opportunity
Fund II, LP, a Delaware limited partnership (Purchaser).
Pursuant to the terms of the Purchase
Agreement, the Company has agreed to sell to Purchaser, and Purchaser has
agreed to purchase, 1,150,000 shares of newly-issued common stock, par value
$0.10 per share, of the Company (the Stock) at a price of $14.50 per share in
cash (the Purchase Price). The closing
of the Stock sale (the Closing) is subject to customary closing conditions as
well as the contemporaneous closing of a private sale to Purchaser of 687,000
shares of Stock from certain directors of the Company, also at a price of
$14.50 per share (the Secondary Stock Purchase).
The Purchase Agreement provides that,
following the Closing, Purchaser will be entitled to designate two directors to
serve on the Companys board of directors for so long as it beneficially owns
at least 15% of the outstanding Stock, and one director so long as it
beneficially owns at least 10% of the outstanding Stock. The Purchase Agreement also contains a standstill
provision that will prohibit Purchaser from acquiring any additional shares of
Stock for a period of two years following the Closing without the consent of
the Company.
At the Closing, Purchaser and the Company
will enter into a registration rights agreement in a customary form pursuant to
which Purchaser will be entitled to require the Company to register its shares
of Stock for resale under the Securities Act of 1933 in certain circumstances.
The foregoing summary of the Purchase
Agreement does not purport to be complete and is subject to, and qualified in
its entirety by, the full text of such document, which is attached hereto as Exhibit 10.1
and incorporated herein by reference.
The foregoing summary is also subject to, and qualified in its entirety
by, the full text of the agreement governing the Secondary Stock Purchase, the
full text of which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
The Companys press release with respect to
these matters, dated June 4, 2008, is filed as Exhibit 99.2 to this
Current Report on Form 8-K.
Second Amendment to Rights Agreement
In connection with the transactions
contemplated by the Purchase Agreement and effective June 3, 2008, the
Company amended its Rights Agreement, dated as of April 11, 1989, as
amended (the Rights Agreement), between the Company and Computershare Trust
Company, N.A., in order to exempt the Purchase Agreement, the agreement
governing the Secondary Stock Purchase and the related transactions from
application of the Rights Agreement.
The foregoing summary of the Second Amendment
to Rights Agreement does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of such document, which is attached
hereto as Exhibit 4.1 and incorporated herein by reference.
Item 3.02
Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K
is incorporated into this Item 3.02 by reference. The issuance and sale of Stock to Purchaser
pursuant to the Purchase
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Agreement will be made in reliance on the exemptions from registration
provided by Section 4(2) of the Securities Act of 1933 and/or Rule 506
of Regulation D promulgated thereunder. Purchaser
represented to the Company that it is an accredited investor and that it is
acquiring the Stock for investment purposes.
The aggregate proceeds of the transaction to the Company will be
$16,675,000. No underwriting discounts
or commissions will be payable; however, the Company will pay an advisory fee
to Merrill Lynch & Co. in connection with the transaction.
Item 3.03
Material Modification to Rights of Security Holders
The information set forth in Item 1.01 of
this Current Report on Form 8-K with respect to the Second Amendment to
the Rights Agreement, is incorporated into this Item 3.03 by reference.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
Exhibit No.
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Description
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4.1
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Second Amendment to Rights Agreement, dated as of June 3, 2008,
by and between the Company and Computershare Trust Company, N.A.
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10.1
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Company Stock Purchase Agreement, dated as of June 3, 2008, by
and between the Company and RCH Energy Opportunity Fund II, LP.
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99.1
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Stock Purchase Agreement, dated as of June 3, 2008, by and among
RCH Energy Opportunity Fund II, LP, James T. Huffman, Richard B. Stevens and
William F. Skewes.
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99.2
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Press Release of CREDO Petroleum Corporation, dated June 4,
2008, announcing the Strategic Investment in the Company by RCH Energy
Opportunity Fund II, LP.
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3
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.
Date: June 4, 2008
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CREDO PETROLEUM CORPORATION
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(Registrant)
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By:
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/s/ James T. Huffman
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James T. Huffman
Chief Executive Officer
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4
EXHIBIT INDEX
EXHIBIT
NO.
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DESCRIPTION
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4.1
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Second Amendment to Rights Agreement, dated as of June 3, 2008,
by and between the Company and Computershare Trust Company, N.A.
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10.1
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Company Stock Purchase Agreement, dated as of June 3, 2008, by
and between the Company and RCH Energy Opportunity Fund II, LP
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99.1
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Stock Purchase Agreement, dated as of June 3, 2008, by and among
RCH Energy Opportunity Fund II, LP, James T. Huffman, Richard B. Stevens and
William F. Skewes.
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99.2
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Press Release of CREDO Petroleum Corporation, dated June 4,
2008, announcing the Strategic Investment in the Company by RCH Energy
Opportunity Fund II, LP.
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5
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