Attached files
file | filename |
---|---|
EX-99.1 - PRESS RELEASE. - LILIS ENERGY, INC. | f8k120409wx99i_recovery.htm |
EX-10.2 - PROMISSORY NOTE - LILIS ENERGY, INC. | f8k120409wx10ii_recovery.htm |
EX-10.1 - PURCHASE AND SALE AGREEMENT FOR WILKIE FIELD PROSPECT. - LILIS ENERGY, INC. | f8k120409wx10i_recovery.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 4,
2009
RECOVERY
ENERGY, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
333-152571
|
74-3231613
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
Number)
|
1515
Wynkoop Street, Suite 200
|
|
Denver,
CO
|
80202
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
888)
887-4449
(Registrant's
telephone number, including area code)
Universal
Holdings, Inc.
PO
Box 8851, Rocky Mount, NC 27804
(252)
407-7782
|
(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):
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
|
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 Material Definitive
Agreement.
|
On December 4, 2009 the Company
acquired an 87.5% working interest (70% net revenue interest) on a 360 acre
prospect in Wilkie Field in Kimball County, Nebraska, 100% working interests
(80% net revenue interests) in two adjacent wells, 50% working interests (40%
net revenue interests) in two other adjacent wells, and associated
facilities. The purchase price consisted of
1,450,000 shares of common stock issued at closing and a $2,200,000
promissory note which is payable on or before December 18, 2009. The
purchase agreement contains provisions that are customary for agreements of this
nature, such as representations and warranties. The purchase
agreement is filed as exhibit 10.1, and the promissory note is filed as exhibit
10.2. The press release announcing the transaction is filed as
exhibit 99.1
Item
3.02
|
Unregistered Sales of Equity Securities. |
Issuance of the shares described in
Item 1.01 was not registered under the Securities Act of 1933. The
issuances of these shares was exempt from registration, pursuant to Section 4(2)
of the Securities Act of 1933. These securities qualified for
exemption under Section 4(2) of the Securities Act of 1933 since the issuances
did not involve a public offering. The offering was not a “public offering” as
defined in Section 4(2) due to the insubstantial number of persons involved in
the sale, size of the offering, manner of the offering and number of securities
offered. We did not undertake an offering in which we sold a high number of
securities to a high number of investors. In addition, these shareholders had
the necessary investment intent as required by Section 4(2) since they agreed to
and received share certificates bearing a legend stating that such securities
are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction
ensures that these securities would not be immediately redistributed into the
market and therefore not be part of a “public offering.” Based on an analysis of
the above factors, we have met the requirements to qualify for exemption under
Section 4(2) of the Securities Act of 1933 for this transaction.
Item 9.01 | Financial Statements and Exhibits. |
(d)
Exhibits.
Exhibit No.
|
Identification of Exhibits
|
|||
10.1
10.2
99.1
|
Purchase
and Sale Agreement for Wilkie Field Prospect.
Promissory
Note
Press
Release.
|
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
RECOVERY
ENERGY, INC.
|
||
Date: December
9, 2009
|
By:
|
/s/
Jeffrey A. Beunier
|
Jeffrey
A. Beunier
|
||
Chief
Executive Officer
|