Credo Petroleum Corp - Current report filing (8-K)
July 10 2008 - 2:28PM
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):
July 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
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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
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
1.01. Entry into a Material
Definitive Agreement
Registration
Rights Agreement
As previously disclosed,
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) on June 3,
2008, pursuant to which the Company agreed to sell to Purchaser 1,150,000
shares of newly-issued common stock, par value $0.10 per share (the Stock),
at a price of $14.50 per share in cash.
On July 3, 2008, the Company completed the issuance and sale to
Purchaser of the Stock (the Closing), and contemporaneously therewith,
certain directors of the Company completed a private sale to Purchaser of
687,000 shares of Stock, also at a price of $14.50 per share.
In connection with the
Closing, Purchaser and the Company entered into a Registration Rights Agreement
on July 3, 2008 (the Registration Rights Agreement), pursuant to which
Purchaser has the right to require the Company to register the resale of the
Stock under the Securities Act of 1933, as amended, in certain
circumstances. The agreement also
requires the Company to provide Purchaser with piggyback registration rights
in certain circumstances.
The
foregoing summary of the Registration Rights Agreement 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.
Item
3.02
Unregistered
Sales of Equity Securities
The
information set forth in Item 3.02 of the Companys Current Report on Form 8-K
filed on June 5, 2008, is incorporated herein by reference.
Item
5.02 Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal Officers.
At the Closing, pursuant
to the terms of the Purchase Agreement, the Board of Directors of the Company
appointed John A. Rigas to fill the existing vacancy in Class III on the
Board, and appointed W. Mark Meyer to fill the newly-created Board seat in Class II.
John A. Rigas
. Mr. Rigas
has served as Vice President of RR Advisors, LLC, and as a partner in RCH
Energy Opportunity Fund II, LP and RCH Energy Opportunity Fund III, LP, private
investment funds, since June 2007.
From 2006 to 2007, Mr. Rigas was an independent consultant in
business development for various oil and gas companies. From 2003 to 2005, Mr. Rigas was a
principal in Odyssey Energy Capital I, LP, where he managed a portfolio of oil
and gas mezzanine loans. Mr. Rigas has not been appointed to serve on any
committee of the Board of Directors and has engaged in no reportable related
party transactions with the Company, its directors or executive officers. Mr. Rigass
election to the Board of Directors was effected in accordance with Section 4.2
of the Purchase Agreement.
W.
Mark Meyer
. Mr. Meyer has served as President of RR
Advisors, LLC and as Principal of RCH Energy Opportunity Fund II, LP and RCH
Energy Opportunity Fund III, LP, private investment funds, since April 2007. From 2005 to 2007, Mr. Meyer was
portfolio Manager for CastleArk Mgmt., an E&P fund. From 2003 until 2005, Mr. Meyer served
as Director and Senior Equity Research Analyst of
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the E&P sector for
Simons & Company International. Mr. Meyer has not been appointed
to serve on any committee of the Board of Directors and has engaged in no
reportable related party transactions with the Company, its directors or
executive officers. Mr. Meyers election to the Board of Directors was
effected in accordance with Section 4.2 of the Purchase Agreement.
On July 7,
2008, David E. Dennis resigned from his position as the Companys interim Chief
Financial Officer.
On July 8,
2008, Alford B. Neely, age 62, was appointed to serve as the Companys Chief
Financial Officer. Mr. Neely has
served as the Companys Manager of Regulatory Compliance since July 2006,
and was the Companys Vice President and Chief Financial Officer from April 1998
through April 2000. From April 2000
to July 2006, Mr. Neely was a principal in his familys business, and
served as the principal owner and general manager. Mr. Neely has engaged in no reportable
related party transactions with the Company, its directors or executive
officers. Mr. Neelys compensation remains generally consistent with his
existing salary.
Item 9.01
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Financial Statements and Exhibits
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(d)
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Exhibits
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Exhibit No.
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Description
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10.1
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Registration
Rights Agreement, dated as of July 3, 2008, by and between the Company and
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: July 10,
2008
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CREDO
PETROLEUM CORPORATION
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By:
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/s/ James T. Huffman
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James T. Huffman
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Chief Executive Officer
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EXHIBIT
INDEX
EXHIBIT NO.
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DESCRIPTION
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10.1
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Registration Rights Agreement, dated as of July 3, 2008, by and
between the Company and RCH Energy Opportunity Fund II, LP.
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