- Current report filing (8-K)
October 26 2011 - 5:29PM
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)
October 20, 2011
LEGEND OIL AND GAS, LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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COLORADO
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000-49752
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84-1570556
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(STATE OR OTHER JURISDICTION
OF INCORPORATION)
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(COMMISSION
FILE NUMBER)
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(I.R.S. EMPLOYER
IDENTIFICATION NO.)
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1420 5TH AVENUE, SUITE 2200, SEATTLE, WASHINGTON
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98101
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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 (206) 274-5165
INAPPLICABLE
(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)
Check the appropriate box below
if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.01
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COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
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On October 20, 2011, Legend Energy Canada, Ltd. (Legend Canada), a wholly owned subsidiary of Legend Oil and Gas, Ltd. (Legend), completed the previously announced acquisition
of the majority of the petroleum and natural gas leases, lands and facilities (the Assets) held by International Sovereign Energy Corp. (ISE) for the purchase price of Sixteen Million Ten Thousand Sixty-three Canadian Dollars
(CA$16,010,063), payable by delivery of Eight Million Nine Hundred Five Thousand Thirty-one Dollars (CA$8,905,031) in cash and Three Million Five Hundred Fifty-two Thousand Five Hundred Sixteen (3,552,516) shares of Legend common stock. A copy
of the Asset Purchase Agreement by and among Legend, Legend Canada and ISE was attached to Legends current report on Form 8-K filed on September 15, 2011.
To finance the acquisition of the Assets, Legend Canada drew down Five Million Four Hundred Thousand Canadian Dollars (CA$5,400,000) on its Six Million Canadian Dollar (CA$6,000,000) credit facility, with
the remainder of the purchase price being paid using Legend cash on hand.
Marshall Diamond-Goldberg, Legends President
and one of its Directors since September 2010, served as a director of ISE from August 2010 until his resignation from that post in July 2011. The purchase price in the acquisition was determined through independent negotiation between James
Vandeberg, Legends Vice President and Chief Financial Officer, and Sharad Mistry, ISEs Chief Executive Officer and Chief Financial Officer. Mr. Diamond-Goldberg recused himself from all negotiations with respect to the transaction.
ITEM 3.02
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UNREGISTERED SALES OF EQUITY SECURITIES
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As noted above in Item 2.01, Legend Canada completed the acquisition of Assets from ISE for consideration payable, in part, by the issuance of Three Million Five Hundred Fifty-two Thousand Five
Hundred Sixteen (3,552,516) shares of Legend common stock. These shares were issued pursuant to the exemption from registration provided by Regulation S under the Securities Act of 1933, as amended.
ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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(d)
Compensatory Matters
. On October 24, 2011, Legend awarded bonuses to management in recognition of the completion
of the ISE transaction. Those bonuses were in the following amounts:
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Officer
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Amount
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Marshall Diamond-Goldberg
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$
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60,000.00
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President and Director
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James Vandeberg
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$
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50,000.00
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Vice President, Chief Financial Officer and Director
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ITEM 7.01
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REGULATION FD DISCLOSURE
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On October 20, 2011, Legend issued a press release relating to the closing of the ISE transaction and certain other matters. A copy
of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K.
ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit
Number
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Description
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99.1
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Press release dated October 20, 2011
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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.
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LEGEND OIL AND GAS, LTD.
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By:
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/s/ James Vandeberg
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James Vandeberg
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Vice President and Chief Financial Officer
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Dated: October 26, 2011
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EXHIBIT INDEX
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Exhibit
Number
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Description
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99.1
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Press release dated October 20, 2011
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4
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