Attached files
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| EX-99.1 - TETON ENERGY CORP | v166025_ex99-1.htm |
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): November 13, 2009 (November
9, 2009)
TETON
ENERGY CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31679
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84-1482290
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(State
of incorporation)
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(Commission
File No.)
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(IRS
Employer
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Identification
No.)
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600
17th Street, Suite 1600 North
Denver,
CO
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80202
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (303) 565-4600
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(Former
name or former address if changed since last
report.)
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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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r
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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r
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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r
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR 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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INFORMATION ABOUT FORWARD-LOOKING
STATEMENTS
This
Current Report on Form 8-K of Teton Energy Corporation (“Teton,” the “Company,”
“we,” “us” or “our”), and the documents incorporated by reference, contain both
historical and “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. Forward-looking statements,
written, oral or otherwise made, represent the Company’s expectation or belief
concerning future events. All statements, other than statements of historical
fact, are or may be forward-looking statements. For example, statements
concerning projections, predictions, expectations, estimates or forecasts, and
statements that describe our objectives, future performance, plans or goals are,
or may be, forward-looking statements. These forward-looking statements reflect
management’s current expectations concerning future results and events and can
generally be identified by the use of words such as “may,” “will,” “should,”
“could,” “would,” “likely,” “predict,” “potential,” “continue,” “future,”
“estimate,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” and
other similar words or phrases, as well as statements in the future
tense.
Forward-looking
statements involve known and unknown risks, uncertainties, assumptions, and
other important factors that may cause our actual results, performance, or
achievements to be different from any future results, performance and
achievements expressed or implied by these statements. The following important
risks and uncertainties could affect our future results, causing those results
to differ materially from those expressed in our forward-looking
statements:
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·
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our
inability to continue business operations during the Chapter 11
proceeding;
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·
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our
ability to obtain court approval of our plan of reorganization and various
other motions we expect to file as part of the Chapter 11
proceeding;
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·
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our
ability to consummate our plan of reorganization as currently
planned;
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·
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risks
associated with third party motions in the Chapter 11 proceeding, which
may interfere with our reorganization as currently
planned;
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·
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our
ability to seek, obtain and approve a higher or better offer as the
winning bid in the bankruptcy court auction
process;
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·
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our
ability to close the Plan Sponsorship Agreement, whether with the Proposed
Purchaser or an offer from a higher and better
bid.
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·
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the
potential adverse effects of the Chapter 11 proceeding on our liquidity
and results of operations;
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·
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our
ability to retain and motivate key executives and other necessary
personnel while seeking to implement our plan of
reorganization;
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·
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General
economic and political conditions, including governmental energy policies,
tax rates or policies, inflation rates and constrained credit
markets;
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·
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The
market price of, and supply/demand balance for, oil and natural
gas;
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·
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Our
success in completing development and exploration activities, when and if
we are able to resume those
activities;
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·
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Expansion
and other development trends of the oil and gas
industry;
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·
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Acquisitions
and other business opportunities that may be presented to and pursued by
us;
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·
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Our
ability to integrate our acquisitions into our company structure;
and
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·
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Changes
in laws and regulations.
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These
factors are not necessarily all of the important factors that could cause actual
results to differ materially from those expressed in any of our forward-looking
statements. Other factors, including unknown or unpredictable ones could also
have material adverse effects on our future results.
The
forward-looking statements included in this Current Report are made only as of
the date set forth on the front of the document. We expressly disclaim any
intent or obligation to update any forward-looking statements to reflect new
information, subsequent events, changed circumstances, or
otherwise.
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Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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On
November 9, 2009, Teton Energy Corporation (the “Company”) received notice (the
“Notice”) from the Listing Qualifications department of The NASDAQ Stock Market
(“NASDAQ”) that, in accordance with Listing Rules 5101, 5110(b) and IM 5101-1,
the Company’s securities will be delisted from NASDAQ. The Notice
states that trading of the Company’s common stock will be suspended at the
opening of business on November 18, 2009, and a Form 25-NSE will be filed with
the Securities and Exchange Commission, which will remove the Company’s
securities from listing and registration on NASDAQ. According to the
Notice, the NASDAQ Staff’s determination to delist the Company’s securities from
NASDAQ was based on (a) the Company’s announcement on November 9, 2009 that it
had filed for protection under Chapter 11 of the United States Bankruptcy Code
on November 8, 2009, and the associated public interest concerns raised by such
bankruptcy filing, (b) concerns regarding the residual equity interest of the
existing listed securities holders, and (c) concerns about the Company’s ability
to sustain compliance with all requirements for continued listing on
NASDAQ. The Notice also noted that on September 16, 2009, the Staff
had notified the Company that the bid price of its common stock had closed below
$1 per share for 30 consecutive trading days, and accordingly, that it did not
comply with Listing Rule 5550(a)(2). The Company was provided a grace period of
180 calendar days, or until March 15, 2010, to regain compliance.
The Company may appeal the
Staff’s determination to a Panel pursuant to the procedures set forth in NASDAQ
Listing Rule 5800 Series. The appeal hearing request must be received
by the Hearings Department by November 16, 2009. The hearing request
would stay the suspension of the Company’s securities and the filing of the Form
25-NSE pending the Panel’s decision. The
Company does not at this time intend to take any action to appeal the Staff’s
determination and therefore it is expected that the Company’s securities will be
delisted from
NASDAQ on
November 18, 2009.
If the
Company does not appeal the Staff’s determination to the Panel, the Company’s
securities will not be immediately eligible to trade on the OTC Bulletin Board
or in the “Pink Sheets.” The Company’s securities may become eligible if a
market maker makes application to register in and quote the security in
accordance with SEC Rule 15c2-11, and the Form 211 application is
cleared.
A copy of
the Company’s press release announcing the receipt of the NASDAQ letter is
attached hereto as Exhibit 99.1.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit No.
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Description
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99.1
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Press
release dated November 12,
2009.
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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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TETON
ENERGY CORPORATION
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Date:
November 13, 2009
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By:
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/s/ Jonathan
Bloomfield
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Jonathan
Bloomfield
Chief
Financial Officer
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Exhibit No.
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Description
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99.1
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Press
release dated November 12,
2009.
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