Attached files
| file | filename |
|---|---|
| EX-5.1 - FAR EAST ENERGY CORP | v194784_ex5-1.htm |
| EX-99.1 - FAR EAST ENERGY CORP | v194784_ex99-1.htm |
| EX-10.1 - FAR EAST ENERGY CORP | v194784_ex10-1.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
and Exchange Act of 1934
Date
of report (Date of earliest event reported): August 20, 2010
FAR EAST ENERGY
CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
|
0-32455
|
88-0459590
|
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
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363 N. Sam Houston Parkway
East, Suite 380, Houston, Texas 77060
(Address
of principal executive offices)
(832)
598-0470
(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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
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Entry
into a Material Definitive
Agreement
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On August
20, 2010, Far East Energy Corporation, a Nevada corporation (the “Company”),
entered into a placement agency agreement (the “Placement Agreement”) with
Macquarie Capital (USA), Inc. (the “Macquarie”) pursuant to which Macquarie
agreed to act as placement agent on a best efforts basis in connection with the
sale of 105,515,300 shares of the Company’s common stock, par value $0.001 per
share (“Common Stock”) in a registered direct public offering (the
“Offering”). The Common Stock being offered in the Offering is
being sold at a purchase price of $0.33 per share and will be issued pursuant to
a prospectus supplement or supplements filed with the Securities and Exchange
Commission (“SEC”) included in the Company’s shelf registration statement on
Form S-3 (File No. 333-162019), which became effective on November 4,
2009.
Pursuant
to the Placement Agreement, the Company has agreed to pay Macquarie an arranging
fee equal to 5.6762% of the gross proceeds of the offering. The
Company will also reimburse certain expenses of Macquarie (including legal fees)
in an amount up to $200,000 in accordance with the Placement
Agreement. The Placement Agreement also contains customary
representations, warranties, covenants, customary conditions to closing and
indemnification obligations.
The net
proceeds to the Company from the Offering, after deducting placement agent fees
and the Company’s estimated offering expenses, are expected to be approximately
$32.5 million. The Company intends to use these net
proceeds to continue the drilling, completion and testing of coal bed methane
wells in China, for general corporate purposes and potentially to repay certain
debts that may become due. The Closing is expected to occur on or
about August 24, 2010, subject to the satisfaction of customary closing
conditions.
The
description of the Placement Agreement set forth above does not purport to be
complete and is qualified in its entirety by reference to the Placement
Agreement filed as Exhibit 10.1 hereto and incorporated herein by
reference.
|
Item
7.01
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Regulation
FD Disclosure.
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On August 20, 2010, the Company issued
a press release announcing the Offering. A copy of the press release
is furnished pursuant to Regulation FD as Exhibit 99.1 to this
report. The information contained in Item 7.01 of this report and in
Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
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Exhibit
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||
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Number
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Description
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5.1
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Opinion
of Coppedge Emmel & Klegerman PC
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|
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10.1
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Placement
Agency Agreement between Far East Energy Corporation and Macquarie Capital
(USA), Inc.
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|
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23.1
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Consent
of Coppedge Emmel & Klegerman PC (incorporated by reference to Exhibit
5.1 of this Current Report on Form 8-K)
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99.1
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Press
Release
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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: August
20, 2010
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Far
East Energy Corporation
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||
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By:
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/s/ Bruce N. Huff
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Bruce
N. Huff
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Chief
Financial Officer
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Index to
Exhibits
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Exhibit
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Number
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Description
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5.1
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Opinion
of Coppedge Emmel & Klegerman PC
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|
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10.1
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Placement
Agency Agreement between Far East Energy Corporation and Macquarie Capital
(USA), Inc.
|
|
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23.1
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Consent
of Coppedge Emmel & Klegerman PC (incorporated by reference to Exhibit
5.1 of this Current Report on Form 8-K)
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|
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99.1
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Press
Release
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