Attached files
file | filename |
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EX-5.1 - EX-5.1 - AMERICAN OIL & GAS INC | d70470exv5w1.htm |
EX-1.1 - EX-1.1 - AMERICAN OIL & GAS INC | d70470exv1w1.htm |
EX-99.1 - EX-99.1 - AMERICAN OIL & GAS INC | d70470exv99w1.htm |
EX-10.1 - EX-10.1 - AMERICAN OIL & GAS INC | d70470exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2009 (December 17, 2009)
AMERICAN OIL & GAS INC.
Nevada | 1-31900 | 88-0451554 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1050 17th Street, Suite 2400 Denver, CO 80265
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (303) 991-0173
N/A
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
This Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an
offer to buy, the securities described herein, nor shall there be any sale of these securities in
any jurisdiction or state in which such offer, solicitation or sale would be unlawful.
ITEM 1.01Entry Into A Material Definitive Agreement
On December 17, 2009, American Oil and Gas Inc., a Nevada corporation (American), entered
into a placement agency agreement (the Placement Agency Agreement) with C.K. Cooper & Company,
Inc. as lead placement agent, and Ladenburg Thalmann & Co. Inc. acting as co-placement agent,
relating to a proposed registered direct offering of 9,000,000 shares of Americans common stock,
par value $0.001 per share (Common Stock) to certain purchasers. A copy of the Placement Agency
Agreement is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference.
The closing for the sale of shares of Common Stock is expected to take place on or before December
24, 2009, subject to the satisfaction of customary closing conditions.
In addition, on December 17, 2009, American entered into definitive stock purchase agreements
with certain purchasers relating to the sale of an aggregate of 9,000,000 shares for a purchase
price of $3.50 per share for aggregate gross proceeds of $31.5 million, before deducting placement
agent fees and other offering expenses. A copy of the form of stock purchase agreement is filed as
Exhibit 10.1 to this Current Report and is incorporated herein by reference.
The shares of Common Stock being offered by American in this offering were registered under an
existing shelf registration statement on Form S-3 (Registration No. 333-155810), which the
Securities and Exchange Commission declared effective on May 4, 2009.
ITEM 7.01Regulation FD Disclosure
On December 18, 2009, American issued a press release announcing the pricing of the offering
of Common Stock described in Item 1.01 above. A copy of this press release is furnished as Exhibit
99.1 to this Current Report.
The information set forth in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be
furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except
as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit | ||||
Number | Title of Document | Location | ||
1.1
|
Placement Agency Agreement dated December 17, 2009 | Attached | ||
5.1
|
Legal Opinion of Patton Boggs, LLP | Attached | ||
10.1
|
Form of Stock Purchase Agreement | Attached | ||
23.1
|
Consent of Patton Boggs, LLP (see Exhibit 5.1) | Attached | ||
99.1
|
Press Release dated December 18, 2009 | Attached |
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SIGNATURE
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.
Date: December 18, 2009 | AMERICAN OIL & GAS INC. |
|||
By: | /s/ Andrew P. Calerich | |||
Andrew P. Calerich, President | ||||
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INDEX TO EXHIBITS
Exhibit | ||||
Number | Title of Document | Location | ||
1.1
|
Placement Agency Agreement dated December 17, 2009 | Attached | ||
5.1
|
Legal Opinion of Patton Boggs, LLP | Attached | ||
10.1
|
Form of Stock Purchase Agreement | Attached | ||
23.1
|
Consent of Patton Boggs, LLP (see Exhibit 5.1) | Attached | ||
99.1
|
Press Release dated December 18, 2009 | Attached |
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