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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