Attached files
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| EX-10.1 - EXHIBIT 10.1 - BONANZA OIL & GAS, INC. | ex101.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 reported): January 29, 2010
(Exact
name of registrant as specified in charter)
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Nevada
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000-52171
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76-0720654
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(State or Other Jurisdiction
of Incorporation or Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3417
Mercer, Suite E
Houston,
TX 77027
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (713) 333-5808
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))
In
January 2008,Bonanza Oil & Gas, Inc. ( the “Company”) issued 14% Senior
Secured Promissory Notes and Security to accredited investors for an aggregate
principal amount of $800,000 (the “January 2008 Notes”). One
accredited investor held $750,000 (the “Secured Note”) of the January 2008 Notes
(the “Secured Investor). The January 2008 Notes matured on January
31, 2009, with interest payable on a monthly basis. The Company’s
obligations under the January 2008 Notes are secured by the Company’s interest
in three prospect areas located in Borden, Hidalgo and Brazoria counties of
Texas. In addition, in May 2008, the Company entered into a
Securities Purchase Agreement with the Secured Investor providing for the sale
by the Company of an 8% convertible note in the principal amount of $750,000
(the “May 2008 Convertible Note” and collectively with the Secured Note, the
“Restructured Notes”). The May 2008 Convertible Note matured on May
14, 2009, and interest is payable on a quarterly basis. The May 2008
Convertible Note is unsecured, however, in the event that the Company grants a
secured interest in its assets in connection with any future financing, then the
holder of the May 2008 Convertible Note will be entitled to a pari passu
interest in such secured interest. The May 2008 Convertible Note was
convertible into the Company’s common stock, at a conversion price of $0.3742
per common share, as adjusted, and is subject to normal and customary
anti-dilution provisions. The Company has been advised by Triumph
Small Cap Fund, Inc. (“Triumph”) and the Secured Investor that Triumph has
purchased the Restructured Notes from the Secured Investor. In order
to induce Triumph to convert the Restructured Notes into shares of common stock
and, in turn, to reduce the Company’s debt and avoid potentially filing for
bankruptcy, the Company entered into a Letter Agreement with Triumph on December
2, 2009, pursuant to which the Restructured Notes were amended providing that
Triumph may from time to time convert all or any part of the outstanding and
unpaid principal amount of the Restructured Notes into shares of common
stock.
The
Restructured Notes were convertible into common stock, at Triumph's option,
at the lesser of (i) $0.0025 or (ii) a 50% discount to
the average of the three lowest trading prices of the common stock during
the 20 trading day period prior to conversion (the “Variable Conversion
Price”). Triumph has agreed to restrict its ability to convert
the Restructured Notes and receive shares of common stock such that the number
of shares of common stock held by it in the aggregate and
its affiliates after such conversion or exercise does not exceed
4.99% of the then issued and outstanding shares of common stock. On
January 29, 2010, the Company entered into a Letter Agreement with Triumph
pursuant to which the Restructured Notes were amended removing Triumph’s ability
to convert at the Variable Conversion Price.
The
Company will continue to reserve and keep available at all times, free of
preemptive rights, all shares of common stock available enabling the Company to
issue the shares of common stock upon conversion of the Restructured
Notes.
The
issuance of the above securities was made in reliance upon exemptions from
registration pursuant to Section 4(2) and the Securities Act of 1933, as amended
(the “33 Act”), and/or Regulation D as promulgated under the 33
Act. The above transactions did not involve a public offering and
each of the parties is an accredited investor.
The
foregoing information is a summary of each of the agreements involved in the
transactions described above, is not complete, and is qualified in its entirety
by reference to the full text of those agreements, each of which is attached an
exhibit to this Current Report on Form 8-K. Readers should review
those agreements for a complete understanding of the terms and conditions
associated with this transaction.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits.
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Exhibit
Number
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Description
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10.1
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Letter
Agreement between Bonanza Oil & Gas, Inc. and Triumph Small Cap Fund
Ltd. dated January 29, 2010
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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.
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BONANZA
OIL & GAS, INC.
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Date:
February 9, 2010
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By:
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/s/ William
Wiseman
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William
Wiseman
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President
and Chief Executive Officer
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