Attached files
| file | filename |
|---|---|
| EX-10.4 - EGPI FIRECREEK, INC. | v170082_ex10-4.htm |
| EX-10.1 - EGPI FIRECREEK, INC. | v170082_ex10-1.htm |
| EX-10.3 - EGPI FIRECREEK, INC. | v170082_ex10-3.htm |
| EX-10.5 - EGPI FIRECREEK, INC. | v170082_ex10-5.htm |
| EX-10.7 - EGPI FIRECREEK, INC. | v170082_ex10-7.htm |
| EX-10.6 - EGPI FIRECREEK, INC. | v170082_ex10-6.htm |
| EX-10.8 - EGPI FIRECREEK, INC. | v170082_ex10-8.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): December 18, 2009
EGPI
FIRECREEK, INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation or organization)
|
000-32507
(Commission
File Number)
|
88-0345961
(IRS
Employer Identification No.)
|
|
3400
Peachtree Road, Suite 111, Atlanta, Georgia
(principal
executive offices)
|
30326
(Zip
Code)
|
(404)
421-1844
(Registrant’s
telephone number, including area code)
6564
Smoke Tree Lane Scottsdale, Arizona 85253
(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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities
Act
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
|
|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Item
1.01. Entry
into a Material Definitive Agreement.
A.
On
December 18, 2009, EGPI Firecreek, Inc., a Nevada corporation entered into
a Agreement
for Sale of Membership Interest in Sierra Pipeline, LLC ("Agreement") by and
between Don Tyner, as seller ("Seller"), and EGPI Firecreek, Inc., as buyer
("Buyer”).
Brief
History of the approximate 2100 mile Pipeline System:
This pipe
was installed and used as a crude oil transportation system by Koch Industries
for many years. Koch divested their crude oil transport lines around 1999 –
2000. Parts of this sale were the subject pipelines (NE Oklahoma, Eastern
Kansas, and Southern Indiana). There are no known environmental issues. The
rights of way and easements associated with this asset have been recorded in
each of the applicable county courthouses. The other main pieces Koch sold were
the pipelines sold to Cimarron Transportation (Southern, Central and Western
Oklahoma, and South Central Kansas).
The
Agreement calls for the following material terms:
1. Purchase of Transferred
Interest. Subject to the terms and conditions set forth herein, as of the
Closing (as denned in Section 3). Seller shall sell, assign and transfer the
Transferred Interest (100%) to Buyer and voluntarily withdraw as a Member of the
Company, and the Transferred Interest shall be purchased by Buyer.
2. Consideration.
(a) Stock Deposit. No
later than 5:00 P.M. Pacific Time on the Effective Date, Buyer shall deliver an
irrevocable instruction letter to Buyer's transfer agent instructing the
transfer agent to deliver on January 4, 2010 as hereinafter set forth stock
certificates for Two Million Five Hundred Thousand (2,500,000) shares of stock
in Buyer (the "Buyer Stock") as a deposit (the "Stock Deposit"), which shall be
credited towards the Purchase Price (as defined in Section 2(b)) as
provided herein. The Stock Deposit shall be delivered on January 4, 2010 as
follows: (i) stock certificate(s) for Two Million (2,000,000) of the shares of
Buyer Stock shall be delivered directly to Seller in the names and addresses
attached on Schedule
1. and (ii) in accordance with Section 9(a) below,
stock certificate(s) for Five Hundred Thousand (500,000) of the shares of Buyer
Stock shall be delivered directly to Steven Antebi ("Antebi") in the names and
addresses attached on Schedule 1. The Stock Deposit shall be non-refundable to
Buyer, except as provided in Section 6(a) of this
Agreement. In the event Buyer does not deliver the Stock Deposit as provided
above, at Seller's sole discretion this Agreement shall be void, and the parties
hereto shall have no obligations hereunder. Seller hereby acknowledges and
agrees that until either Closing or earlier termination of this Agreement as
provided in Section 2(e) below, the shares of Buyer Stock delivered as the Stock
Deposit shall not be sold, hypothecated, transferred, or disposed of in any
manner by the recipient of said shares of the Stock Deposit.
(b) Price. The total
purchase price for the Transferred Interest (the "Purchase Price")
shall be equal to (i) Two Million Five Hundred Thousand Dollars ($2,500,000),
payable in certified funds (the "Cash Payment"), plus Five Million (5,000,000)
shares of Buyer Stock (the "Stock Payment").
(c) Manner of Payment of
Purchase Price. The Purchase Price shall be paid in the following manner:
On or prior to the Closing, Buyer shall (i) pay in certified funds or effect a
wire transfer of immediately available and verifiable federal funds to an
account designated by Seller in an amount equal to the Cash Payment, and (ii)
deliver the Stock Payment (less the Stock Deposit) as follows: (a) stock
certificate(s) for Two Million (2,000,000) of the shares of Buyer Stock shall be
delivered directly to Seller in the names and addresses attached on Schedule 1,
and (b) in accordance with Section 9(a) below, stock certificate(s) for Five
Hundred Thousand (500,000) of the shares of Buyer Stock shall be delivered
directly to Antebi in the names and addresses attached on Schedule
1.
(d) Buyer Stock
Registration. Buyer agrees that upon delivery of the Stock Deposit it
shall include those shares of Buyer Stock being delivered as the Stock Deposit
in its current registration statement, or if necessary, Buyer will file a post
effective amendment with respect to those shares of Buyer Stock being delivered
as the Stock Deposit. In the event the registration does not become effective
prior to the eligibility of an exemption available under Rule 144 under the
Securities Act of 1933, then Buyer agrees to permit the removal of the
restrictive legend in accordance with the applicable regulations thereof. In
accordance with Section 9(a) below, the shares of Buyer Stock being delivered as
the Stock Deposit shall be registered as follows: (i) stock certificate(s) for
Two Million (2,000,000) of the shares of Buyer Stock shall be registered in the
name of Seller, and (ii) stock certificate(s) for Five Hundred Thousand
(500,000) of the shares of Buyer Stock shall be registered in the name of
Antebi. Buyer further agrees that upon Closing, it shall use its best efforts to
include the Stock Payment in its next registration statement that is
subsequently filed after Closing or amend its most recent effective registration
statement prior to Closing, to register the additional shares of Buyer Stock
constituting the Stock Payment as follows: (i) stock certificate(s) for Two
Million (2,000,000) of the shares of Buyer Stock to be registered in the name of
Seller, and (ii) stock certificate(s) for Five Hundred Thousand (500,000) of the
shares of Buyer Stock to be registered in the name of Antebi (pursuant to
Section 9(a) below).
(e) Financing
Contingency. Buyer's and Seller's obligations under this Agreement shall
be contingent upon Buyer securing a commitment acceptable to Buyer for financing
for the Cash Payment by no later than February 5, 2010 (the "Contingency
Termination Date"), as evidenced by proof in writing of an unconditional and
irrevocable commitment to fund such Cash Payment executed by the funding source
and, if such funds are from a lending source, an unconditional loan approval
(collectively, "Proof of Funds"), which Proof of Funds shall be delivered to
Seller by no later than 5:00 P.M. Pacific Time on the Contingency Termination
Date. In the event Buyer is unable to secure and deliver to Seller such Proof of
Funds by 5:00 P.M. Pacific Time on the Contingency Termination Date, then either
Seller or Buyer, each in its sole discretion, may terminate this Agreement by
giving written notice to the other party no later than 5:00 P.M. Pacific Time on
February 10, 2010, in which case this Agreement shall be void, Seller shall be
entitled to retain the Stock Deposit, and the parties hereto shall have no
further obligations hereunder.
3. Closing. The closing
of the transactions contemplated herein ("Closing") shall occur on or before
March 5, 2010 (the "Closing Date"). Closing shall occur by the parties
executing, dating, delivering and/or exchanging the instruments and Purchase
Price required and/or contemplated by this Agreement. The Purchase Price and
Closing Documents (as hereinafter defined) required herein shall be exchanged by
the parties not later than 3:00 P.M. Pacific Time on the Closing Date. At the
Closing, Seller and Buyer shall deliver the following documents and instruments
(collectively, the "Closing Documents"'):
A copy of
the Agreement for Sale of Membership Interest in Sierra Pipeline, LLC
(Agreement) and its related attachments, are attached as exhibits to this
report.
B.
On
December 22, 2009, EGPI Firecreek, Inc., a Nevada corporation through its wholly
owned subsidiary Energy Producers, Inc. (“EPI”) entered into a Agreement with Whitt Oil
& Gas, Inc., a Texas corporation (“Whitt”) whereas the parties agree as
follows regarding EPI’s acquisition from Whitt of a 50% working interest (32%
net revenue interest) in the McWhorter Lease (Callahan County, Texas), the Young
Lease (Callahan County, Texas) and the Boyett Lease (Stephens and Shackelford
Counties, Texas), and the wells thereon, all as described in Exhibit “A” with
summary of material terms as follows:
1. The
purchase price to be paid by EPI will be $225,000. This includes the acquisition
costs of the 50% working interest in the leases and also EPI’s share of the
costs of an initial work program consisting of the repair of identified problems
on and return to production of three (3) wells located on said leases. Operating
costs of wells are not included in the acquisition cost to be paid by EPI, and
EPI must pay its pro-rata share of operating costs in accordance with this
agreement and the operating agreement described below.
2. At
closing and prior to execution of the assignment of the said working interest in
the leases to EPI, Whitt will assign the following stated overriding royalty
interests in and to all oil, gas, casinghead gas, and other hydrocarbon
substances produced, saved and marketed from the land subject to said
leases:
(a) 2%
to be named;
(b) 2%
to be named; and
(c) 2%
to be named.
Such
assignments of overriding royalty interests will result in a 32% net revenue
interest thereafter being conveyed to EPI.
3. The
overriding royalty interests to be assigned pursuant to paragraph 2 will be
subject to the following terms and provisions:
(a) Such
assignments will be made without warranty of title, express or implied, except
as to parties claiming by, through or under Whitt, but not
otherwise;
(b) Each
overriding royalty interest assigned will be payable out of and only out of the
oil and gas produced, saved and marketed, pursuant to the terms and provisions
of said leases;
(c) Each
overriding royalty interest assigned will be free of development, production and
operating expenses, but will be chargeable with its proportionate part of all
gross production taxes and other taxes properly assessable thereto;
(d) Each
overriding royalty interest assigned will not be paid or accrued on any oil,
gas, casinghead gas and other hydrocarbon substances used for operating,
development or production purposes on the lands subject to the said leases or
unavoidably lost, nor paid upon gas used for repressuring or recycling
operations or pressure maintenance operations benefiting said
lands;
(e) Whitt,
its successors and assigns, will have the right to pool the oil and gas leases
and lands covered hereby, or any portion thereof, with other lands and leases
into voluntary units, or into units as established by any governmental authority
having jurisdiction, and if the leases, and the lands covered thereby, or any
part thereof, are pooled accordingly, then each overriding royalty interest
assigned will be reduced in proportion that the acreage burdened by each
overriding royalty interest bears to all the acreage included in any pooled
unit.
4. The
Boyett Lease has up to four potential Barnett locations that can be drilled. EPI
shall be granted under the operating agreement the right, but not the
obligation, to participate in each of these wells when proposed by Whitt. If EPI
elects to participate in the drilling of any one or more of such new wells, EPI
must pay its share of actual costs associated with its 50% working interest
including completion costs (if completed) and plugging costs (if plugged). The
costs of drilling and completing or plugging such wells is not included in the
acquisition costs to be paid by EPI at closing.
5. Closing
will occur on or before December 31, 2009 at the offices of attorney Dan Fergus,
Fergus and Fergus, LLP, 400 Pine Street, Suite 765, Abilene, Texas 79601,
telephone (325) 691-0370, facsimile (325) 692-8107. The effective date of
transfer will be December 1, 2009 regardless of the actual closing date. Closing
costs will be paid from the acquisition funds provided by EPI or as the parties
otherwise agree in closing instructions. EPI will be responsible for its share
of ad valorem taxes from and after closing.
6. The
form of assignment to be used at closing will be mutually acceptable to th
parties. In addition, at closing, the parties will sign a mutually acceptable
form of operating agreement based on the A.A.P.L. Operating Agreement Form
610-1989. Whitt will be the operator and administrator for the project under the
operating agreement.
A copy of
the Bill of Sale and Assignment related to the Purchase of Oil and Gas Interests
with Whitt, the Operating Agreement, and its related attachments and exhibits,
are attached as exhibits to this report.
Item
3.02 Unregistered Sales of Equity
Securities.
I.
(*)(**) On December 18, 2009, by majority consent of the Board of
Directors, the Registrant approved the following issuances of its restricted
common stock, par value $0.001 per share, to the following persons for and
behalf of consideration for the Acquisition of Sierra Pipeline, LLC membership
interests.
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Name
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Date
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Share Amount(****)
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Type of Consideration
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Fair Market Value of
Consideration
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|||||||
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Don
Tyner and Nancy Tyner, JTWROS (***)(****)/(1)
9807
Highridge Drive
Las
Vegas, Nevada 89134
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12/18/09
to be effective 1/4/2010
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2,000,000 |
In
consideration of Acquisition of Sierra Pipeline, LLC Membership
Interests
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$ | 160,000 | ||||||
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Steven
Antebi (***)(****)/(2)
10550
Fontenelle Way,
Los
Angeles, California, 90077
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12/18/09
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500,000 |
In
consideration of Acquisition of Sierra Pipeline, LLC Membership
Interests
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$ | 40,000 | ||||||
(*)
Issuances are approved, subject to such persons agreeing in writing to i) comply
with applicable securities laws and regulations and make required disclosures;
and ii) be solely and entirely responsible for their own personal, Federal,
State, and or relevant single or multi jurisdictional income taxes, as
applicable.
(**)
$200,000 worth of common stock in the immediately preceding table was used
primarily in consideration of Acquisition of Sierra Pipeline, LLC Membership
Interests.
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(1)
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Don
Tyner and Nancy Tyner, JTWROS, are not currently affiliates, directors, or
officers of the Registrant.
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(2)
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Steven
Antebi provides other Business Consulting and advisory services, and is
not currently a director, or officer of the
Registrant..
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(***) The
shares of common stock were issued pursuant to an exemption from registration as
provided by Section 4(2) of the Securities Act of 1933, as amended (the “1933
Act”). All such certificates representing the shares issued by the Company shall
bear the standard 1933 Act restrictive legend restricting resale.
(****)
The shares are to be included for registration in a registration statement on a
best efforts basis by the Registrant in accordance with the terms of
agreement.
II.
(*)(**) On December 18, 2009, by majority consent of the Board of
Directors, the Registrant approved the following issuances of its restricted
common stock, par value $0.001 per share, to the following person for services
rendered.
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Name
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Date
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Share Amount(****)
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Type of Consideration
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Fair Market Value of
Consideration
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|||||||
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Steven
Antebi (***)(****)(1)
10550
Fontenelle Way,
Los
Angeles, California, 90077
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12/18/06
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3,400,000 |
Consultant/Advisory
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$ | 272,000 | ||||||
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THE
ANTEBI 1995 CHILDRENS INSURANCE & OTHER TRUST, PHIL LONDON TTE
(***)(****)/(2)
10550
Fontenelle Way,
Los
Angeles, California, 90077
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12/18/09
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600,000 |
Consultant/Advisory
(Steven Antebi)
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$ | 48,000 | ||||||
(*)
Issuances are approved, subject to such persons agreeing in writing to i) comply
with applicable securities laws and regulations and make required disclosures;
and ii) be solely and entirely responsible for their own personal, Federal,
State, and or relevant single or multi jurisdictional income taxes, as
applicable.
(**)
$320,000 worth of common stock in the immediately preceding table was used
primarily in consideration of services rendered to the Company.
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(1)
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Steven
Antebi provides other Business Consulting and advisory services, and is
not currently a director, or officer of the
Registrant.
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(2)
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THE
ANTEBI 1995 CHILDRENS INSURANCE & OTHER TRUST, PHIL LONDON TTE, are
per directive of Steven Antebi, which provides Business Consulting and
advisory services, and is not currently a director or officer of the
Registrant.
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(***) The
shares of common stock were issued pursuant to an exemption from registration as
provided by Section 4(2) of the Securities Act of 1933, as amended (the “1933
Act”). All such certificates representing the shares issued by the Company shall
bear the standard 1933 Act restrictive legend restricting resale.
(****)
The shares are to be included for registration in a registration statement on a
best efforts basis by the Registrant in accordance with the terms of
agreement.
(1)
Steven Antebi provides other Business Consulting and advisory services, and is
not currently an affiliate, director, or officer of the Registrant.
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Item
8.01.
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Other
Information.
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On December 22, 2009, the Company
issued promissory notes to certain institutional or accredited investors in the
amount of $270,000 all due six (6) months from the date of issuance unless
otherwise mutually agreed for extension. The proceeds are to be used in behalf
of acquisitions or working capital in the normal course of
business.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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The
following exhibits are filed herewith:
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Exhibit
No.
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Identification
of Exhibit
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10.1
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Agreement
between the Company and Don Tyner related to the Company’s
acquisition of Membership Interests in Sierra Pipeline, LLC.,
dated December 18, 2009.
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10.2
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Agreement
between the Company and Whitt Oil and Gas, Inc. related to the Company’s
acquisition of Interests in Oil and Gas Interests (Three Well Project),
dated December 22, 2009.
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10.3
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Acquisition
Agreement, between the Company and Whitt Oil and Gas, Inc. related to the
Company’s acquisition of Interests in Oil and Gas Interests (Three Well
Project), dated December 22, 2009.
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10.4
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Assignment
of Leases, between the Company and Whitt Oil and Gas, Inc. related to the
Company’s acquisition of Interests in Oil and Gas Interests (Three Well
Project), dated December 22, 2009.
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10.5
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Operating
Agreement, Related to the Agreements between the Company and Whitt Oil and
Gas, Inc. as to the Company’s acquisition of Interests in Oil and Gas
Interests (Three Well Project), dated December 22,
2009.
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10.6
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Recording
Supplement to Operating Agreement, Related to the Agreements between the
Company and Whitt Oil and Gas, Inc. as to the Company’s acquisition of
Interests in Oil and Gas Interests (Three Well Project), dated December
22, 2009.
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10.7
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Assignment
of ORRI Interests to Persons or Entities, further related to the
Agreements between the Company and Whitt Oil and Gas, Inc. as to the
Company’s acquisition of Interests in Oil and Gas Interests (Three Well
Project), dated December 22, 2009.
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10.8
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Closing
Instructions related to the Agreements between the Company and Whitt Oil
and Gas, Inc. as to the Company’s acquisition of Interests in Oil and Gas
Interests (Three Well Project), dated December 22,
2009.
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10.9
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Advisory
Agreement between the Company and Steven Antebi dated December 9,
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.
Date:
December 28, 2009.
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EGPI
FIRECREEK, INC.
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By:
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/s/
Dennis R. Alexander
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Dennis
R. Alexander, Chief Executive Officer
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