Attached files
file | filename |
---|---|
EX-10.1 - PURCHASE AND SALE AGREEMENT - LILIS ENERGY, INC. | f8k031910ex10i_recovery.htm |
EX-10.5 - WYOMING MORTGAGE TO HEXAGON INVESTMENTS, LLC - LILIS ENERGY, INC. | f8k031910ex10v_recovery.htm |
EX-10.4 - NEBRASKA MORTGAGE TO HEXAGON INVESTMENTS, LLC - LILIS ENERGY, INC. | f8k031910ex10iv_recovery.htm |
EX-10.3 - PROMISSORY NOTE WITH HEXAGON INVESTMENTS, LLC - LILIS ENERGY, INC. | f8k031910ex10iii_recovery.htm |
EX-10.2 - CREDIT AGREEMENT WITH HEXAGON INVESTMENTS, LLC. - LILIS ENERGY, INC. | f8k031910ex10ii_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): March 19,
2010
RECOVERY
ENERGY, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
333-152571
|
74-3231613
|
||
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
|
1515
Wynkoop Street, Suite 200
|
||
Denver,
CO
|
80202
|
|
(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
|
(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):
¨
|
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))
|
Item
2.03 Entry
into a Material Definitive Agreement.
On March 19, 2010 the Company entered into a
purchase and sale agreement for the purchase of four producing wells in the
Nebraska and Wyoming portion of the DJ Basin and interests in 15,900 acres. The
purchase price is $6,000,000 and 550,000 shares of our common stock. The seller
is Edward Mike Davis, LLC, which owns 2,000,000 shares of our common stock
(including the 550,000 issued in this purchase), representing 14.9% of our
outstanding shares of common stock. The purchase closed on March 25, 2010. The
purchase and sale agreement is filed as an exhibit hereto. In connection with
the closing we entered into a credit agreement with Hexagon Investments, LLC to
finance the $6,000,000 cash portion of the purchase price. The loan bears annual
interest of 15%, will mature on December 1, 2010 and is secured by mortgages on
the acquired properties. Hexagon Investments received 750,000 shares of the
Company's common stock in connection with the financing. Hexagon Investments
shall have the right to cause the sale of the mortgaged 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. Hexagon
Investments owns 1,750,000 shares of our common stock (including the 750,000
issued in connection with this financing), representing 13.1% of our outstanding
common stock. The credit agreement and related documents are filed as exhibits
hereto.
Item
3.02 Unregistered Sales of
Equity Securities.
Issuance of the
1,300,000 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, these shareholders have the necessary
investment intent as required by Section 4(2) since each 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.
Exhibit No.
|
Identification of
Exhibits
|
|
10.1
10.2
10.3
10.4
10.5
|
Purchase
and Sale Agreement
Credit
Agreement with Hexagon Investments, LLC
Promissory
Note with Hexagon Investments, LLC
Nebraska
Mortgage to Hexagon Investments, LLC
Wyoming
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.
RECOVERY
ENERGY, INC.
|
||
Date: March
25, 2010
|
By:
|
/s/
Jeffrey A. Beunier
|
Jeffrey
A. Beunier
|
||
Chief
Executive Officer
|