Attached files
| file | filename |
|---|---|
| EX-10.1 - CREDIT AGREEMENT - LILIS ENERGY, INC. | f8k022610ex10i_recovery.htm |
| EX-10.4 - COLORADO MORTGAGE - LILIS ENERGY, INC. | f8k022610ex10iv_recovery.htm |
| EX-10.2 - PROMISSORY NOTE - LILIS ENERGY, INC. | f8k022610ex10ii_recovery.htm |
| EX-10.3 - NEBRASKA MORTGAGE - LILIS ENERGY, INC. | f8k022610ex10iii_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): February 26,
2010
RECOVERY
ENERGY, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
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333-152571
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74-3231613
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
|
|
1515
Wynkoop Street, Suite 200
|
||
|
Denver,
CO
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80202
|
|
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(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
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|
(Former
name or former address, if changed since last
report)
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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):
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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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¨
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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
2.03 Entry
into a Material Definitive Agreement.
On
February 26, 2010 the Company entered into a credit agreement with Hexagon
Investments, LLC effective as of January 29, 2010 to finance 100% of the
repurchase of the Wilke field properties previously purchased by the
Company. The purchase price was $4,500,000 cash. The loan bears
annual interest of 15%, will mature on December 1, 2010 and is secured by
mortgages on the Wilke field properties. Hexagon Investments received
1,000,000 shares of the Company's common stock in connection with the
financing. Hexagon Investments shall have the right to cause the sale
of the Wilke Field properties and use the proceeds to repay the loan at any time
after October 29, 2010 if the Company has not completed a private equity sale by
that date sufficient to repay the loan in full on or before December 1,
2010. The credit agreement contained customary terms such as
representations and warranties and indemnification. The credit
agreement and related documents are filed as exhibits hereto.
Item
3.02 Unregistered Sales of Equity
Securities.
Issuance
of the 1,000,000 shares described in Item 2.03 was not registered under the
Securities Act of 1933. The issuance 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 issuance securities by us 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, this shareholder has the necessary investment
intent as required by Section 4(2) since it 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.
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Exhibit No.
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Identification of
Exhibits
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| 10.1 | Credit Agreement with Hexagon Investments, LLC | |
| 10.2 | Promissory Note with Hexagon Investments, LLC | |
| 10.3 | Nebraska Mortgage to Hexagon Investments, LLC | |
| 10.4 | Colorado Mortgage to Hexagon Investments, LLC |
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.
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RECOVERY
ENERGY, INC.
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Date: March
4, 2010
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By:
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/s/
Jeffrey A. Beunier
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Jeffrey
A. Beunier
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Chief
Executive Officer
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