Attached files
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
and Exchange Act of 1934
Date
of report: March 3, 2010
Date
of earliest event reported: March 2, 2010
________________
PACIFIC
ASIA PETROLEUM, INC.
(Exact
name of registrant as specified in its charter)
_______________
Delaware
(State
or other jurisdiction of incorporation)
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001-34525
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30-0349798
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(Commission
File Number)
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(IRS
Employer Identification Number)
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250
East Hartsdale Ave., Hartsdale, New York 10530
(Address
of principal executive offices)
(914)
472-6070
(Registrant’s
telephone number, including area code)
________________
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On March
2, 2010, Pacific Asia Petroleum, Inc. (the "Company") entered into a Securities
Purchase Agreement, dated as of March 2, 2010 (the "Securities Purchase
Agreement") with certain purchasers (the "Purchasers"), pursuant to which the
Company will sell a total of 4,146,922 shares (the "Shares") of its common
stock, par value $0.001 per share ("Common Stock"), for an aggregate purchase
price of $17.5 million, or $4.22 per share (the "Purchase Price").
In
addition, the Company will, at closing, issue to the Purchasers two series of
warrants (“Series C Warrants” and “Series D Warrants,” and together, the
“Warrants”). The Series C Warrants shall provide the Purchasers the
right to purchase up to an additional 1,658,769 shares of Common Stock of the
Company (the “Series C Warrant Shares”), in the aggregate, with an exercise
price equal to $4.50 (subject to adjustment in certain circumstances), which
Series C Warrants shall be immediately exercisable for a period of 42 months
following the closing. The Series D Warrants shall provide the
Purchasers the right to purchase up to an additional 1,658,769 shares of Common
Stock of the Company (the “Series D Warrant Shares,” and together with the
Series C Warrant Shares, the “Warrant Shares”), in the aggregate, at the Common
Stock offering price, or $4.12 per share (subject to adjustment in certain
circumstances), which Series C Warrants shall be exercisable immediately until
December 5, 2010. If fully all are exercised, the Warrants would
result in additional gross proceeds to the Company of approximately $14.3
million.
Net
proceeds from the offering are planned to be used by the Company for working
capital purposes, and also may be used by the Company to fund (i) the Company’s
acquisition from CAMAC Energy Holdings Limited of a Nigerian oil asset, the Oyo
Oilfield, which began production in December 2009, and (ii) other asset
acquisitions and ventures.
The
Shares and the Warrant Shares are to be sold pursuant to a shelf registration
statement on Form S-3 (the "Registration Statement") declared effective by the
Securities and Exchange Commission (the "SEC") on February 3, 2010 (File No.
333-163869). A prospectus supplement related to this offering will be filed with
the SEC and delivered to the Purchasers. The transaction is expected to close on
or around March 5, 2010.
Also, on
March 2, 2010, the Company entered into a placement agency letter agreement,
dated March 2, 2010 (the "Placement Agency Agreement") with Rodman &
Renshaw, LLC (the "Placement Agent") in which the Placement Agent agreed to act
as exclusive placement agent in connection with this offering. The Placement
Agency Agreement provides that the Placement Agent will use its reasonable best
efforts to place shares of Company Common Stock valued at approximately $20
million, and the Warrants, at a per Share price of $4.22, a Series C Warrant
exercise price of $4.50 per share, and a Series D Warrant exercise price of
$4.12 per share. The Placement Agent will receive a commission equal to 6.0% of
the gross proceeds of this offering. Additionally, at the closing of the
offering the Company will issue to the Placement Agent a number of warrants (the
“Placement Agent Warrants”) to purchase shares of Common Stock of the Company
equal to 3.0% of the aggregate number of Shares sold in the offering, plus any
Shares underlying any convertible securities in the offering. The
Placement Agent Warrants shall have the same terms as the Warrants issued to the
Purchasers in the offering except that the exercise price shall be 125% of the
Purchase Price per share of the Shares issued in the offering and the expiration
date shall be 5 years from the effective date of the Registration
Statement. Furthermore, subject to compliance with Financial Industry
Regulatory Authority ("FINRA") Rule 5110(f)(2)(D), the Company shall reimburse
the Placement Agent’s out-of-pocket accountable expenses actually incurred up to
a maximum of 0.8% of the aggregate gross proceeds raised in the offering, but in
no event more than $25,000.
The
foregoing description of the Warrants, the Securities Purchase Agreement and the
Placement Agency Agreement does not purport to be complete and is qualified in
its entirety by reference to such documents. Copies of, or the forms of, as
applicable, the Warrants, Securities Purchase Agreement, and Placement Agency
Agreement are attached hereto as Exhibits 4.1, 10.1, and 10.2, respectively, and
are incorporated herein by reference.
A copy of
the opinion of Pillsbury Winthrop Shaw Pittman LLP, relating to the legality of
the Shares, the Warrants and the Warrant Shares, and the enforceability of the
Warrants, is attached hereto as Exhibit 5.1, and is filed with reference to, and
is hereby incorporated by reference into, the Registration
Statement.
Item
7.01. Regulation FD Disclosure.
On March
3, 2010, the Company issued a press release announcing the transaction
contemplated by the Securities Purchase Agreement, as disclosed under Item 1.01
of this Current Report. A copy of the press release is attached
hereto as Exhibit 99.1 to this Current Report and is incorporated herein by
reference. The information contained herein and the attached exhibit
are furnished under this Item 7.01 of this Current Report and are furnished to,
but for purposes of Section 18 of the Securities Exchange Act of 1934 shall not
be deemed filed with, the Securities and Exchange Commission. The information
contained herein and in the accompanying exhibit shall not be incorporated by
reference into any filing of the Company, whether made before or after the date
hereof, regardless of any general incorporation language in such filing, unless
expressly incorporated therein.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Description
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4.1
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5.1
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10.1
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10.2
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23.1
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Consent of Pillsbury Winthrop
Shaw Pittman to the filing of Exhibit 5.1 (included in its opinion filed
as Exhibit 5.1)
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99.1
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SIGNATURES
Pursuant
to the requirement 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.
Dated: March
3, 2010
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Pacific
Asia Petroleum, Inc.
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By:
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/s/ Frank C.
Ingriselli
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Frank
C. Ingriselli
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Chief
Executive Officer
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Index to
Exhibit
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Exhibit
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Description
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4.1
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5.1
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10.1
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10.2
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23.1
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Consent of Pillsbury Winthrop
Shaw Pittman to the filing of Exhibit 5.1 (included in its opinion filed
as Exhibit 5.1)
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99.1
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