Attached files
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 and
Exchange Act of 1934
Date of
report (Date of earliest event reported): November 23, 2009 (November 18,
2009)
PACIFIC
ASIA PETROLEUM, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-52770
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30-0349798
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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250
East Hartsdale Avenue
Hartsdale,
New York 10530
(Address
of principal executive offices) (Zip Code)
(914)
472-6070
(Registrant’s
telephone number, including area code)
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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.
On
November 18, 2009, Pacific Asia Petroleum, Inc. (the “Company”) announced that
it has entered into a Purchase and Sale Agreement (the “Purchase Agreement”)
with CAMAC Energy Holdings Limited and certain of its affiliates pursuant to
which the Company agreed to acquire all of CAMAC’s interest in a Production
Sharing Contract (the “PSC”) with respect to that certain oilfield asset known
as the Oyo Field (the “Contract Rights”). The PSC sets out the terms
of agreement in relation to petroleum operations in the area covered by the Oil
Mining Lease 120 and Oil Mining Lease 121 granted on August 28, 2002 by the
Federal Republic of Nigeria to affiliates of CAMAC with respect to Oil
Prospecting License Block 210 awarded to Allied on June 3, 1992 by the Federal
Republic of Nigeria. In exchange for the Contract Rights, the Company
has agreed to pay $38.84 million in cash, and issue common stock to CAMAC equal
to 62.74% of the Company’s issued and outstanding common stock.
The
transaction is expected to close during the first quarter of 2010, and is
subject to the satisfaction of customary conditions to Closing, including,
without limitation: (i) the negotiation and entry by the parties into
certain other agreements as set forth in the Purchase Agreement in forms
reasonably satisfactory to the parties; (ii) the Company’s consummation of a
financing on terms reasonably acceptable to CAMAC resulting in gross proceeds of
at least USD $45 million to the Company; and (iii) the approval of the Company’s
stockholders of the Purchase Agreement and the transactions contemplated
thereby. In addition, for a period commencing on the Closing and ending
the date that is one (1) year following the Closing, the parties agree that the
Board of Directors of the Company will consist of seven (7) members, four (4) of
whom will be nominated by CAMAC, and three (3) of whom shall be current Company
directors. The Purchase Agreement also contains other customary terms,
including, but not limited to, representations and warranties, indemnification
and limitation of liability provisions, termination rights, and break-up fees if
either party terminates under certain circumstances. The Company has not
entered into any agreements regarding the required financing. If the
Company is unable to consummate the required financing, agree upon the terms of
the other required agreements between the parties or satisfy any of the other
closing conditions set forth in the Purchase Agreement, the Company may be
unable to consummate the transactions described in the Purchase
Agreement.
The
foregoing summary of the material terms and conditions of the Purchase Agreement
is qualified in its entirety by reference to the Purchase Agreement, a copy of
which is attached hereto as Exhibit 10.1 and incorporated by reference in this
Item 1.01.
Item
3.02. Unregistered Sales of Equity
Securities.
As
described above in Item 1.01 of this Current Report on Form 8-K, pursuant to the
Purchase Agreement, the Company has agreed to issue common stock to CAMAC equal
to 62.74% of the Company’s issued and outstanding common stock at
Closing. The common stock will not be registered under the Securities
Act of 1933, as amended (the “Securities Act”). The common stock will
be issued by the Company in reliance upon the exemption from registration
available under Section 4(2) of the Securities Act.
The
information pertaining to the Company’s common stock in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference into this Item
3.02.
Item
7.01
Regulation FD Disclosure
On
October 5, 2009, the Company issued a Current Report on Form 8-K disclosing
under Item 7.01 that Molopo Australia Ltd. (“Molopo”) issued an S708A Compliance
Notice and Disclosure under Section s708A of the Corporations Act 2001 of the
Commonwealth of Australia wherein Molopo disclosed that it was in negotiations
with the Company in respect of the sale of Molopo's 26.1% interest in Fortune
Liulin Gas Company Limited, which entity is a party to a production sharing
contract covering the Liulin coal bed methane block. The Company and
Molopo have mutually terminated these negotiations.
On
November 23, 2009, the Company issued a press release announcing the entry into
the Purchase Agreement and certain related matters. A copy of the
Company’s press release, dated November 23, 2009, announcing the entry into the
Purchase Agreement and certain related matters is furnished herewith as Exhibit
99.1.
The
information contained in Item 7.01 to this Current Report on Form 8-K and the
exhibit attached hereto as Exhibit 99.1 shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section, nor
shall such information or such exhibit be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
The information set forth in this Item 7.01 or Exhibit 99.1 to this Form 8-K
shall not be deemed an admission as to the materiality of any information in
Item 7.01 to this Current Report on Form 8-K that is required to be disclosed
solely to satisfy the requirements of Regulation FD.
Item 9.01 Financial Statements and
Exhibits
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(d)
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Exhibits
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Exhibit
Number
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Description
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10.1
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99.1
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SIGNATURES
Pursuant to the requirement 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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PACIFIC
ASIA PETROLEUM, INC.
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Dated: November
23, 2009
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By:
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/s/
Frank C. Ingriselli
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Frank
C. Ingriselli
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Chief Executive
Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.1
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99.1
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