UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 30, 2009 (June 30, 2009)
Magellan Petroleum Corporation
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
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| 1-5507
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06-0842255 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 10 Columbus Boulevard, Hartford, CT
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06106 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last 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):
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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)) |
Item 1.01 Entry into a Definitive Material Agreement
Second Amendment to Purchase Agreement for Strategic Investment
As previously disclosed in a current report filed on February 10, 2009, Magellan Petroleum
Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”), dated February 9, 2009, with YEP under which the Company agreed to sell, and YEP
agreed to purchase, 8,695,652 shares (the “Shares”) of the Company’s common stock, par value $0.01
per share (the “Common Stock”) at a purchase price of $1.15 per share, or an aggregate of
$10,000,000. On April 3, 2009, the Company and YEP amended the Purchase Agreement to, among other
things, extend the outside termination date for the closing of YEP’s equity investment from April
30, 2009 to June 30, 2009, in order to complete the YEP equity investment transaction.
On June 30, 2009, the Company and YEP agreed to further amend the Purchase Agreement (the
“Second Amendment”). Under the Second Amendment, YEP is obligated to initiate a wire transfer of
the $10,000,000 purchase price for the Shares to an account designated by the Company no later than
July 8, 2009. The Closing of the YEP equity investment transaction will occur on the first
business day on which the Company confirms receipt of the purchase price in immediately available
funds, or such other date as the parties may mutually agree.
Also, at the request of YEP, the Company and YEP agreed to extend the Termination Date for an
additional two (2) week period. As amended, the Purchase Agreement may be terminated at any time
prior to the Closing by YEP or by the Company, if the Closing has not occurred by 6:30 p.m.,
Eastern Time, on July 15, 2009, provided that the right to terminate shall not be available to
either party whose failure to perform its obligations under the Purchase Agreement is the primary
cause of the failure of the Closing to have occurred by such date. Other termination provisions of
the Purchase Agreement were described in the Company’s current report filed with the SEC on
February 10, 2009.
Except as otherwise amended by the Second Amendment, the terms and conditions of the Purchase
Agreement remain in full force and effect. A copy of the Second Amendment dated June 30, 2009 to
the Purchase Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
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10.1 |
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Second Amendment, dated June 30, 2009, to Securities Purchase
Agreement between the Company and Young Energy Prize S.A., dated
February 9, 2009. |
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